United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

              [X] For the quarterly period ended September 30, 1999

                                      -or-

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

               For the transition period from ________ to ________

                         Commission File Number 0-24763

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

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

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

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

                                    Unchanged
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No[ ]

<PAGE>

Part I
Item 1.  Financial Statements


                                        REGENCY CENTERS, L.P.
                                     Consolidated Balance Sheets
                              September 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>

                                                                                    1999                    1998
                                                                                    ----                    ----
                                                                                (unaudited)
<S>                                                                          <C>                      <C>

Assets
Real estate investments, at cost:
     Land                                                                    $     531,308,266             222,259,131
     Buildings and improvements                                                  1,707,307,063             795,124,798
     Construction in progress - development for investment                          81,899,349              15,647,659
     Construction in progress - development for sale                               110,868,541              20,869,915
                                                                              -----------------       -----------------
                                                                                 2,431,383,219           1,053,901,503
     Less:  accumulated depreciation                                                70,057,166              36,752,466
                                                                              -----------------       -----------------
                                                                                 2,361,326,053           1,017,149,037

     Investments in real estate partnerships                                        58,567,208              30,630,540
                                                                              -----------------       -----------------
          Net real estate investments                                            2,419,893,261           1,047,779,577

Cash and cash equivalents                                                           19,843,230              15,536,926
Tenant receivables, net of allowance for uncollectible accounts
     of $1,632,837 and $1,787,866 at September 30, 1999
     and December 31, 1998, respectively                                            28,399,882              13,712,937
Deferred costs, less accumulated amortization of
     $4,517,310 and $2,350,267 at September 30, 1999
     and December 31, 1998, respectively                                            10,763,167               5,156,289
Other assets                                                                         6,371,616               4,251,221
                                                                              -----------------       -----------------

                                                                             $   2,485,271,156           1,086,436,950
                                                                              =================       =================

Liabilities and Partners' Capital
Liabilities:
     Notes payable                                                                 723,819,893             362,744,897
     Acquisition and development line of credit                                    144,179,310             117,631,185
     Accounts payable and other liabilities                                         39,607,989              17,596,224
     Tenants' security and escrow deposits                                           7,154,897               2,638,033
                                                                              -----------------       -----------------

           Total liabilities                                                       914,762,089             500,610,339
                                                                              -----------------       -----------------

Limited partners' interest in consolidated partnerships
     (note 2)                                                                       10,580,517              11,558,619
                                                                              -----------------       -----------------

Partners' Capital:
Series A preferred units, par value $50: 1,600,000 units
     issued and outstanding at September 30, 1999 and
     December 31, 1998                                                              78,800,000              78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at September 30, 1999                                   82,875,000                       -
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at September 30, 1999                                   73,125,000                       -
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at September 30, 1999                                   49,250,000                       -
General partner; 58,213,342 and 24,537,723 units outstanding
     at September 30, 1999 and December 31, 1998, respectively                   1,235,791,802             472,748,608
Limited partners; 1,871,496 and 1,147,446 units outstanding
     at September 30, 1999 and December 31, 1998, respectively                      40,086,748              22,719,384
                                                                              -----------------       -----------------
          Total partners' capital                                                1,559,928,550             574,267,992
                                                                              -----------------       -----------------

Commitments and contingencies

                                                                            $    2,485,271,156           1,086,436,950
                                                                              =================       =================

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


                                      REGENCY CENTERS, L.P.
                                Consolidated Statements of Operations
                         For the Three Months ended September 30, 1999 and 1998
                                           (unaudited)

<TABLE>
<CAPTION>

                                                                                    1999                    1998
                                                                                    ----                    ----
<S>                                                                         <C>                       <C>

Revenues:
     Minimum rent                                                           $       55,144,149              23,353,258
     Percentage rent                                                                   268,143                  91,356
     Recoveries from tenants                                                        13,741,167               5,442,963
     Management, leasing and brokerage fees                                          4,540,031               3,079,485
     Equity in income of investments in
        real estate partnerships                                                     1,218,075                 364,778
                                                                              -----------------       -----------------
           Total revenues                                                           74,911,565              32,331,840
                                                                              -----------------       -----------------

Operating expenses:
     Depreciation and amortization                                                  12,184,080               5,556,794
     Operating and maintenance                                                       9,845,931               3,808,875
     General and administrative                                                      4,795,323               3,325,878
     Real estate taxes                                                               7,284,639               2,770,508
     Other expenses                                                                    375,000                  50,000
                                                                              -----------------       ----------------

           Total operating expenses                                                 34,484,973              15,512,055
                                                                              -----------------       -----------------

Interest expense (income):
     Interest expense                                                               14,672,670               5,973,763
     Interest income                                                                  (479,652)               (405,787)
                                                                              -----------------       -----------------
           Net interest expense                                                     14,193,018               5,567,976
                                                                              -----------------       -----------------

           Income before minority interests and sale
             of real estate investments                                             26,233,574              11,251,809
                                                                              -----------------       -----------------

Loss on sale of real estate investments                                                      -                  (8,871)
Minority interest of limited partners                                                   83,702                (189,385)
                                                                              -----------------       -----------------

     Net income                                                                     26,317,276              11,053,553

Preferred unit distributions                                                        (2,334,376)             (1,733,333)
                                                                              -----------------       -----------------

           Net income for common unitholders                                $       23,982,900               9,320,220
                                                                              =================       =================

Net income per common unit:
           Basic                                                            $             0.40                    0.34
                                                                              =================       =================
           Diluted                                                          $             0.40                    0.33
                                                                              =================       =================

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>



                                       REGENCY CENTERS, L.P.
                               Consolidated Statements of Operations
                        For the Nine Months ended September 30, 1999 and 1998
                                         (unaudited)

<TABLE>
<CAPTION>

                                                                                    1999                    1998
                                                                                    ----                    ----
<S>                                                                         <C>                      <C>

Revenues:
     Minimum rent                                                           $      145,652,768              62,550,407
     Percentage rent                                                                 1,040,317                 922,932
     Recoveries from tenants                                                        36,522,411              14,002,053
     Management, leasing and brokerage fees                                         10,553,861               9,067,666
     Equity in income of investments in
        real estate partnerships                                                     3,354,278                 511,189
                                                                              -----------------       -----------------
           Total revenues                                                          197,123,635              87,054,247
                                                                              -----------------       -----------------

Operating expenses:
     Depreciation and amortization                                                  32,151,239              14,731,913
     Operating and maintenance                                                      25,255,932              10,441,059
     General and administrative                                                     13,576,216              10,288,327
     Real estate taxes                                                              18,686,578               7,485,797
     Other expenses                                                                    900,000                 350,000
                                                                              -----------------       -----------------
           Total operating expenses                                                 90,569,965              43,297,096
                                                                              -----------------       -----------------

Interest expense (income):
     Interest expense                                                               40,498,683              16,773,120
     Interest income                                                                (1,572,470)             (1,339,259)
                                                                              -----------------       -----------------
           Net interest expense                                                     38,926,213              15,433,861
                                                                              -----------------       -----------------

           Income before minority interests and sale
             of real estate investments                                             67,627,457              28,323,290
                                                                              -----------------       -----------------

Gain on sale of real estate investments                                                      -              10,737,226
Minority interest of limited partners                                                 (663,331)               (389,544)
                                                                              -----------------       -----------------

Net income                                                                          66,964,126              38,670,972

Preferred unit distributions                                                        (5,584,378)             (1,733,333)
                                                                              -----------------       -----------------

           Net income for common unitholders                                $       61,379,748              36,937,639
                                                                              =================       =================

Net income per common unit:
           Basic                                                            $             1.15                    1.42
                                                                              =================       =================
           Diluted                                                          $             1.15                    1.40
                                                                              =================       =================

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>


                                     REGENCY CENTERS, L.P.
                          Consolidated Statement of Changes in Capital
                         For the Nine Months Ended September 30, 1999
                                       (Unaudited)

<TABLE>
<CAPTION>

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

Balance December 31, 1998               $     78,800,000      472,748,608         22,719,384        574,267,992

Net income                                     5,584,378       59,271,386          2,108,362         66,964,126
Cash contributions from the                                                                                   -
  issuance of Regency stock and units                  -          105,809                  -            105,809
Cash received for the issuance of
  preferred units, net                       205,250,000                -                  -        205,250,000
Cash distributions for dividends                       -      (69,625,481)        (2,280,947)       (71,906,428)
Preferred unit distribution                   (5,584,378)               -                  -         (5,584,378)
Other distributions, net                               -         (562,558)                 -           (562,558)
Units issued for acquisition
  of real estate                                       -      766,258,365         26,513,145        792,771,510
Units converted for cash                               -                -         (1,377,523)        (1,377,523)
Units exchanged for common
  stock of Regency                                     -        7,595,673         (7,595,673)                 -
                                          ---------------  ---------------   ---------------      --------------
Balance September 30, 1999              $    284,050,000    1,235,791,802         40,086,748      1,559,928,550
                                          =============== ================   ================     ==============


</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>


                                             REGENCY CENTERS, L.P.
                                       Consolidated Statements of Cash Flows
                          For the Nine Months Ended September 30, 1999 and 1998
                                                  (unaudited)
<TABLE>
<CAPTION>

                                                                                                1999                    1998
                                                                                                ----                    ----
<S>                                                                                    <C>                       <C>

Cash flows from operating activities:
    Net income                                                                         $         66,964,126              38,670,972
    Adjustments to reconcile net income to net
      Cash provided by operating activities:
          Depreciation and amortization                                                          32,151,239              14,731,913
          Deferred financing cost and debt premium amortization                                      31,379                (741,922)
          Stock based compensation                                                                1,921,831               1,921,484
          Minority interest of limited partners                                                     663,331                 389,544
          Equity in income of investments in real estate partnerships                            (3,354,278)               (511,189)
          Gain on sale of real estate investments                                                         -             (10,737,226)
          Changes in assets and liabilities:
              Tenant receivables                                                                (10,546,128)             (7,139,350)
              Deferred leasing commissions                                                       (3,059,125)             (1,309,105)
              Other assets                                                                          559,800              (4,972,578)
              Tenants' security deposits                                                            698,441                 570,983
              Accounts payable and other liabilities                                              3,757,558              10,075,675
                                                                                         -------------------     -------------------
                 Net cash provided by operating activities                                       89,788,174              40,949,201
                                                                                         -------------------     -------------------

Cash flows from investing activities:
     Acquisition and development of real estate                                                 (86,116,776)           (179,114,491)
     Acquisition of Pacific, net of cash acquired                                                (9,046,230)                      -
     Capital improvements                                                                        (9,290,763)             (3,679,757)
     Investment in real estate partnerships                                                     (23,714,109)            (23,337,738)
     Construction in progress for sale, net of reimbursement                                    (57,267,676)              3,445,834
     Proceeds from sale of real estate investments                                                        -              30,662,197
     Distributions received from real estate partnership investments                                704,474                  35,844
                                                                                         -------------------     -------------------
                 Net cash used in investing activities                                         (184,731,080)           (171,988,111)
                                                                                         -------------------     -------------------

Cash flows from financing activities:
     Cash contributions from the issuance of Regency stock
         and partnership units                                                                      105,809               9,740,754
     Redemption of partnership units                                                             (1,377,523)                      -
     Net distributions to limited partners in consolidated partnerships                            (940,763)               (234,577)
     Distributions to preferred unit holders                                                     (5,584,378)             (1,733,333)
     Cash distributions for dividends                                                           (71,906,428)            (38,783,993)
     Other (distributions) contributions, net                                                      (562,558)             12,595,235
     Net proceeds from term notes                                                               249,845,300              99,758,000
     Net proceeds from issuance of preferred units                                              205,250,000              78,800,000
     Repayment of acquisition and development
        line of credit, net                                                                    (245,051,875)             (2,200,000)
     Proceeds from mortgage and construction loans payable                                        2,555,836               7,345,000
     Repayment of mortgage loans payable                                                        (28,737,382)            (34,576,785)
     Deferred financing costs                                                                    (4,346,828)             (1,244,787)
                                                                                         -------------------     -------------------
                 Net cash provided by financing activities                                       99,249,210             129,465,514
                                                                                         -------------------     -------------------

                 Net increase (decrease) in cash and cash equivalents                             4,306,304              (1,573,396)

Cash and cash equivalents at beginning of period                                                 15,536,926              14,642,429
                                                                                         -------------------     -------------------

Cash and cash equivalents at end of period                                             $         19,843,230              13,069,033
                                                                                         ===================     ===================
</TABLE>
<PAGE>


                                  REGENCY CENTERS, L.P.
                          Consolidated Statements of Cash Flows
                           For the Nine Months Ended September 30, 1999 and 1998
                                         (unaudited)
                                         -continued-

<TABLE>
<CAPTION>
                                                                                                1999                    1998
                                                                                                ----                    ----
<S>                                                                                     <C>                      <C>


Supplemental  disclosure of cash flow  information - cash paid for interest (net
   of capitalized interest of approximately
   $7,485,000 and $3,447,000  in 1999 and 1998 respectively)                           $         40,939,225              13,916,091
                                                                                         ===================     ===================

Supplemental disclosure of non-cash transactions:
  Mortgage loans assumed for the acquisition of  Pacific and real estate               $        411,184,783             107,002,084
                                                                                         ===================     ===================

Common stock and exchangeable operating partnership units issued
  to acquire investments in real estate partnerships                                   $          1,949,020                       -
                                                                                         ===================     ===================

 Exchangeable operating partnership units, preferred and common
     stock issued for the acquisition of Pacific and real estate                       $        790,822,490              28,963,411
                                                                                         ===================     ===================

Other liabilities assumed to acquire Pacific                                           $         13,897,643                       -
                                                                                         ===================     ===================


</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1999

                                 (unaudited)

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

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

              The  Partnership  was formed in 1996 for the purpose of  acquiring
              certain  real  estate   properties.   The   historical   financial
              statements  of  the  Partnership   reflect  the  accounts  of  the
              Partnership  since its  inception,  together  with the accounts of
              certain predecessor  entities (including Regency Centers,  Inc., a
              wholly-owned  subsidiary of Regency  through which Regency owned a
              substantial  majority of its  properties),  which were merged with
              and into the Partnership as of February 26, 1998. At September 30,
              1999,  Regency owns  approximately  97% of the outstanding  common
              units of the Partnership.

              During 1999, two properties were transferred from Regency to RCLP.
              The effects of such  transfers were not material to the operations
              or financial  position of the  Partnership.  During 1998,  Regency
              transferred  all of the  assets  and  liabilities  of a 100% owned
              shopping  center,  Hyde Park, to the  Partnership  in exchange for
              Class B units.  Hyde Park was acquired by Regency on June 6, 1997,
              and its  operations  had  been  included  in  Regency's  financial
              statements from that date forward.  Since the Partnership and Hyde
              Park are under the common control of Regency, the transfer of Hyde
              Park has been accounted for at historical cost in a manner similar
              to a pooling of  interests,  as if the  Partnership  had  directly
              acquired Hyde Park on June 6, 1997. Accordingly, the Partnership's
              financial  statements  have been  restated  to include the assets,
              liabilities,  units issued, and results of operations of Hyde Park
              from the date it was acquired.

              The Partnership's ownership interests are represented by Units, of
              which  there  are (i)  Series A  Preferred  Units,  (ii)  Series B
              Preferred  Units  (iii)  Series C  Preferred  Units (iv)  Series D
              Preferred Units (v) Original  Limited  Partnership  Units,  all of
              which were issued in connection with the Branch acquisition,  (vi)
              Class 2 Units,  all of which were  issued in  connection  with the
              Midland and other property acquisitions,  and (vii) Class B Units,
              all of which are owned by  Regency.  Each  outstanding  Unit other
              than  Class B Units and Series A, B, C, and D  Preferred  Units is
              exchangeable,  on a one share per one Unit  basis,  for the common
              stock of Regency or for cash at Regency's election.

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

              The financial  statements  reflect all adjustments  which are of a
              normal  recurring  nature,  and in the opinion of management,  are
              necessary  to  properly   state  the  results  of  operations  and
              financial position.  Certain information and footnote  disclosures
              normally included in financial  statements  prepared in accordance
              with generally accepted accounting  principles have been condensed
              or omitted although  management  believes that the disclosures are
              adequate to make the  information  presented not  misleading.  The
              financial  statements  should  be read  in  conjunction  with  the
              financial   statements   and  notes   thereto   included   in  the
              Partnership's   December   31,  1998  Form  10-K  filed  with  the
              Securities and Exchange Commission.
<PAGE>


        (b)   Reclassifications

              Certain  reclassifications  have been made to the 1998  amounts to
              conform to classifications adopted in 1999.

2.     Acquisitions

       On September  23, 1998,  the Company  entered into an Agreement of Merger
       ("Agreement")  with Pacific  Retail Trust  ("Pacific"),  a privately held
       real  estate  investment  trust.  The  Agreement,  among  other  matters,
       provided for the merger of Pacific into Regency, and the exchange of each
       Pacific  common or preferred  share into 0.48 shares of Regency common or
       preferred  stock.  The  stockholders  approved  the  merger  at a Special
       Meeting  of  Stockholders  held  February  26,  1999.  At the time of the
       merger,  Pacific owned 71 retail  shopping  centers that are operating or
       under construction  containing 8.4 million SF of gross leaseable area. On
       February 28, 1999, the effective  date of the merger,  the Company issued
       equity instruments  valued at $770.6 million to the Pacific  stockholders
       in exchange for their outstanding  common and preferred shares and units.
       The total cost to acquire Pacific was approximately  $1.157 billion based
       on the value of Regency  shares issued  including the  assumption of $379
       million  of  outstanding  debt and  other  liabilities  of  Pacific,  and
       estimated  closing  costs of $7.5  million.  The price per share  used to
       determine the purchase price was $23.325 based on the five day average of
       the closing  stock price of  Regency's  common stock as listed on the New
       York Stock  Exchange  immediately  before,  during and after the date the
       terms of the merger  were  agreed to and  announced  to the  public.  The
       merger was  accounted for as a purchase with the Company as the acquiring
       entity.   The   properties   acquired  from  Pacific  were   concurrently
       contributed by Regency into RCLP in exchange for  additional  partnership
       units.

       During 1998, the Partnership  acquired 30 shopping centers fee simple for
       approximately  $341.9 million and also invested $28.4 million in 12 joint
       ventures ("JV  Properties"),  for a total investment of $370.3 million in
       42  shopping  centers  ("1998   Acquisitions").   Included  in  the  1998
       Acquisitions  are 32 shopping  centers  acquired  from  various  entities
       comprising the Midland Group ("Midland").  Of the 32 Midland centers,  31
       are anchored by Kroger,  and 12 are owned through joint ventures in which
       the  Partnership's  ownership  interest is 50% or less. The Partnership's
       investment in the  properties  acquired from Midland is $236.6 million at
       December  31,  1998.  During  1999  and  2000,  the  Partnership  may pay
       contingent  consideration of up to an estimated $23 million,  through the
       issuance of Partnership units and the payment of cash. The amount of such
       consideration,  if issued,  will  depend on the  satisfaction  of certain
       performance  criteria  relating  to the  assets  acquired  from  Midland.
       Transferors who received cash at the initial Midland closing will receive
       contingent  future  consideration in cash rather than units. On April 16,
       1999,  the  Partnership  paid $5.2  million  related  to this  contingent
       consideration.

       The operating  results of Pacific and the 1998  Acquisitions are included
       in the Partnership's consolidated financial statements from the date each
       property was  acquired.  The following  unaudited  pro forma  information
       presents the consolidated  results of operations as if Pacific and all of
       the 1998  Acquisitions  had  occurred on January 1, 1998.  Such pro forma
       information  reflects adjustments to 1) increase  depreciation,  interest
       expense,  and  general  and  administrative  costs,  2) remove the office
       buildings sold, and 3) adjust the weighted average common units issued to
       acquire the  properties.  Pro forma  revenues  would have been $219.9 and
       $200.9 million as of September 30, 1999 and 1998, respectively. Pro forma
       net income for common unitholders would have been $67.8 and $57.6 million
       as of  September  30,  1999 and 1998,  respectively.  Pro forma basic net
       income  per common  unit would have been $1.15 and $0.98 as of  September
       30, 1999 and 1998, respectively.  Pro forma diluted net income per common
       unit would have been $1.15 and $0.97 as of  September  30, 1999 and 1998,
       respectively.  This data does not purport to be  indicative of what would
       have occurred had Pacific and the 1998  Acquisitions been made on January
       1, 1998, or of results which may occur in the future.
<PAGE>

3.     Segments

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

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

       The accounting  policies of the segments are the same as those  described
       in note 1. The  revenues,  FFO,  and  assets  for each of the  reportable
       segments  are  summarized  as follows  for the nine month  periods  ended
       September 30, 1999 and 1998.

<TABLE>
<CAPTION>

       Revenues:                                                                1999              1998
       ---------                                                                ----              ----
         <S>                                                           <C>                 <C>

         Retail segment                                                $    186,569,774        77,453,887
         Service operations segment                                          10,553,861         9,067,666
         Office buildings segment                                                     -           532,694
                                                                          ---------------- ---------------
            Total revenues                                             $    197,123,635        87,054,247
                                                                          ================ ================

       Funds from Operations:
         Retail segment net operating income                           $    142,627,262        59,596,323
         Service operations segment income                                   10,553,861         9,067,666
         Office buildings segment net operating income                                -           463,402
         Adjustments to calculate consolidated FFO:
           Interest expense                                                 (40,498,683)      (16,773,120)
           Interest income                                                    1,572,470         1,339,259
           Earnings from recurring land sales                                         -           901,854
           General and administrative and other expenses                    (14,476,216)      (10,638,327)
           Non-real estate depreciation                                        (661,600)         (464,949)
           Minority interests of limited partners                              (663,331)         (389,544)
           Minority interests in depreciation and amortizatio                  (433,578)         (385,924)
           Share of joint venture depreciation and amortizatin                  461,768           447,841
           Dividends on preferred units                                      (5,584,378)       (1,733,333)
                                                                          ----------------- -----------------
             Funds from Operations                                           92,897,575        41,431,148
                                                                          ----------------- -----------------

         Reconciliation to net income for common unitholders:
           Real estate related depreciation and amortization                (31,489,637)      (14,266,964)
           Minority interests in depreciation and amortization                  433,578           385,924
           Share of joint venture depreciation and amortization                (461,768)         (447,841)
           Earnings from property  sales                                              -         9,835,372
                                                                          ----------------- -----------------
             Net income for common unitholders                         $     61,379,748        36,937,639
                                                                          ================= =================
</TABLE>

       Assets by  reportable  segment as of September 30, 1999 and December 31,
       1998 are as follows.  Non-segment  assets to  reconcile  to total  assets
       include cash, accounts receivable and deferred financing costs.

       Assets (in thousands):                           1999              1998
       ----------------------                           ----              ----
         Retail segment                      $      2,309,023          1,026,910
         Service operations segment                   110,869             20,870
         Cash and other assets                         65,379             38,657
                                             ----------------- -----------------
           Total assets                      $      2,485,271          1,086,437
                                             ================= =================

4.     Notes Payable and Acquisition and Development Line of Credit

 The Partnership's outstanding debt at September 30, 1999 and December 31,1998
  consists of the following (in thousands):

                                                           1999            1998
                                                           ----            ----
     Notes Payable:
         Fixed rate mortgage loans                 $     339,476         230,398
         Variable rate mortgage loans                     13,517          11,051
         Fixed rate unsecured loans                      370,827         121,296
                                                     -----------    ------------
               Total notes payable                       723,820         362,745
     Acquisition and development line of credit          144,179         117,631
                                                     -----------    ------------
              Total                                $     867,999         480,376
                                                    =============   ============
<PAGE>

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

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

       Mortgage  loans are  secured  by  certain  real  estate  properties,  but
       generally may be prepaid  subject to a prepayment of a  yield-maintenance
       premium.  Mortgage  loans are  generally due in monthly  installments  of
       interest  and  principal  and mature over  various  terms  through  2019.
       Variable  interest rates on mortgage  loans are currently  based on LIBOR
       plus a spread in a range of 125 basis points to 150 basis  points.  Fixed
       interest rates on mortgage loans range from 7.04% to 9.8%.

       During  1999,  the  Partnership  assumed debt with a fair value of $402.6
       million  related to the  acquisition of real estate,  which includes debt
       premiums of $4.1 million  based upon the above market  interest  rates of
       the debt instruments. Debt premiums are being amortized over the terms of
       the related debt instruments.

       As of September 30, 1999, 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>


              1999                                        $           1,718              -            1,718
              2000                                                    5,711         47,608           53,319
              2001                                                    5,621        194,572          200,193
              2002                                                    4,943         44,114           49,057
              2003                                                    4,933         13,301           18,234
              Beyond 5 Years                                         42,210        490,227          532,437
              Net unamortized debt payments                               -         13,041           13,041
                                                             --------------- -------------- ----------------
                   Total                                  $          65,136        802,863          867,999
                                                             =============== ============== ================
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of  $54.9   million  at  September  30,  1999,   and  the   Partnership's
       proportionate share of these loans was $23.5 million.
<PAGE>

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

       On June 11, 1996, the Company entered into a Stockholders  Agreement (the
       "Agreement")  with  SC-USREALTY   granting  it  certain  rights  such  as
       purchasing  common  stock,  nominating  representatives  to the Company's
       Board of Directors,  and subjecting  SC-USREALTY to certain  restrictions
       including voting and ownership restrictions. In connection with the Units
       and  shares of common  stock  issued in March  1998  related  to  earnout
       payments,  SC-USREALTY  acquired  435,777  shares at $22.125 per share in
       accordance  with  their  rights  as  provided  for in the  Agreement.  In
       conjunction with the acquisition of Pacific,  SC-USREALTY exchanged their
       Pacific shares for 22.6 million  Regency  common shares.  As of September
       30, 1999,  SC-USREALTY owns  approximately  34.3 million shares of common
       stock or 57.5% of the outstanding common shares.

       In connection with the acquisition of shopping  centers,  the Partnership
       has  issued  Original  Limited  Partnership  and Class 2 Units to limited
       partners  convertible  on a one for one basis into shares of common stock
       of the Company. There are currently 1,083,892 such units outstanding.  In
       conjunction  with  the  merger  of  Pacific,   there  are  787,604  units
       outstanding that are convertible into Regency common stock.

       On June 29, 1998, the  Partnership  issued $80 million of 8.125% Series A
       Cumulative  Redeemable Preferred Units ("Series A Preferred Units") to an
       institutional investor in a private placement.  The issuance involved the
       sale of 1.6  million  Series A Preferred  Units for $50.00 per unit.  The
       Series A Preferred  Units,  which may be called by the Partnership at par
       on or  after  June  25,  2003,  have  no  stated  maturity  or  mandatory
       redemption,  and pay a  cumulative,  quarterly  dividend at an annualized
       rate of 8.125%.  At any time after June 25, 2008,  the Series A Preferred
       Units  may  be  exchanged  for  shares  of  8.125%  Series  A  Cumulative
       Redeemable  Preferred Stock of the Partnership at an exchange rate of one
       share of Series A Preferred  Stock for one Series A Preferred  Unit.  The
       Series A Preferred Units and Series A Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the acquisition and development line of credit.

       On September 3, 1999, the Partnership  issued $85 million of 8.75% Series
       B Cumulative  Redeemable  Preferred Units ("Series B Preferred Units") to
       an institutional  investor in a private placement.  The issuance involved
       the sale of 850,000  Series B Preferred  Units for $100.00 per unit.  The
       Series B Preferred  Units,  which may be called by the Partnership at par
       on or after  September  3, 2004,  have no stated  maturity  or  mandatory
       redemption,  and pay a  cumulative,  quarterly  dividend at an annualized
       rate of  8.75%.  At any  time  after  September  3,  2009,  the  Series B
       Preferred  Units may be exchanged for shares of 8.75% Series B Cumulative
       Redeemable  Preferred  Stock of the  Company at an  exchange  rate of one
       share of Series B Preferred  Stock for one Series B Preferred  Unit.  The
       Series B Preferred Units and Series B Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the acquisition and development line of credit.

       On September 3, 1999, the Partnership issued $75 million of 9.0% Series C
       Cumulative  Redeemable Preferred Units ("Series C Preferred Units") to an
       institutional investor in a private placement.  The issuance involved the
       sale of 750,000 Series C Preferred Units for $100.00 per unit. The Series
       C Preferred  Units,  which may be called by the  Partnership at par on or
       after September 3, 2004, have no stated maturity or mandatory redemption,
       and pay a cumulative,  quarterly  dividend at an annualized rate of 9.0%.
       At any time after  September 3, 2009, the Series C Preferred Units may be
       exchanged  for shares of 9.0% Series C  Cumulative  Redeemable  Preferred
       Stock  of the  Company  at an  exchange  rate of one  share  of  Series C
       Preferred  Stock for one Series C Preferred  Unit. The Series C Preferred
       Units and Series C Preferred Stock are not convertible  into common stock
       of the Company.  The net proceeds of the offering were used to reduce the
       acquisition and development line of credit.

       On  September  29,  1999,  the  Partnership  issued $50 million of 9.125%
       Series D  Cumulative  Redeemable  Preferred  Units  ("Series D  Preferred
       Units") to an institutional investor in a private placement. The issuance
       involved  the sale of 500,000  Series D  Preferred  Units for $100.00 per
       unit.  The  Series  D  Preferred  Units,  which  may  be  called  by  the
       Partnership  at par on or  after  September  29,  2004,  have  no  stated
       maturity  or  mandatory  redemption,  and  pay  a  cumulative,  quarterly
       dividend at an annualized rate of 9.125%. At any time after September 29,
       2009, the Series D Preferred  Units may be exchanged for shares of 9.125%
       Series D  Cumulative  Redeemable  Preferred  Stock of the  Company  at an
       exchange  rate of one share of Series D Preferred  Stock for one Series D
       Preferred Unit. The Series D Preferred Units and Series D Preferred Stock
       are not convertible into common stock of the Company. The net proceeds of
       the offering were used to reduce the acquisition and development  line of
       credit.
<PAGE>

       As part of the  acquisition  of Pacific,  the Company issued Series 1 and
       Series 2 preferred shares. Series 1 preferred shares are convertible into
       Series 2 preferred shares on a one-for-one  basis and contain  provisions
       for  adjustment to prevent  dilution.  The Series 1 preferred  shares are
       entitled to a quarterly  dividend in an amount equal to $0.0271 less than
       the common  dividend and are  cumulative.  Series 2 preferred  shares are
       convertible  into  common  shares on a  one-for-one  basis.  The Series 2
       preferred  shares are entitled to quarterly  dividends in an amount equal
       to the common  dividend  and are  cumulative.  The Company may redeem the
       preferred shares any time after October 20, 2010 at a price of $20.83 per
       share, plus all declared but unpaid dividends.

       During  the  fourth  quarter,  the  Board  of  Directors  authorized  the
       repurchase of up to $65 million of the Company's  outstanding shares from
       time to  time  through  periodic  open  market  transactions  or  through
       privately negotiated transactions.

       During  1999,  the holders of all of  Regency's  Class B stock  converted
       2,500,000 shares into 2,975,468 shares of common stock.

6.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the three months  period ended  September  30, 1999 and 1998
       (in thousands except per share data):
<TABLE>
<CAPTION>

                                                                                  1999         1998
                                                                                 -----        ------
       <S>                                                                  <C>            <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                          58,568         23,675
                                                                               =========== ==============

       Net income for common unitholders                                    $      23,983          9,320
       Less: dividends paid on Class B common stock,
           Series 1 and Series 2 Preferred stock                                     (677)        (1,344)
                                                                               ----------- --------------
       Net income for Basic EPU                                             $      23,306          7,976
                                                                               =========== ==============

       Basic EPU                                                            $         .40            .34
                                                                               =========== ==============

       Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding for Basic                                58,568         23,675
           EPU
       Incremental units to be issued under common stock
          options using the Treasury method                                             5              -
       Contingent units for the acquisition of real estate                              -            493
                                                                               ----------- --------------
            Total diluted units                                                    58,573         24,168
                                                                               =========== ==============

       Diluted EPU                                                          $         .40            .33
                                                                               =========== ==============
</TABLE>


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

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the nine month periods ended September 30, 1999 and 1998 (in
       thousands except per share data):
<TABLE>
<CAPTION>

                                                                                 1999          1998
                                                                                 ----          ----
       <S>                                                                <C>              <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                          50,686         23,149
                                                                             ============= ==============

       Net income for common unitholders                                  $        61,380         36,938
       Less: dividends paid on Class B common stock,
           Series 1 and Series 2 Preferred stock                                   (2,987)        (4,033)
                                                                             -------------  -------------
       Net income for Basic EPU                                           $        58,393         32,905
                                                                             ============= ==============

       Basic EPU                                                          $          1.15           1.42
                                                                             ============= ==============

       Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding for Basic                                50,686         23,149
           EPU
       Incremental units to be issued under common stock
          options using the Treasury method                                             4              -
       Contingent units for the acquisition of real estate                              -            418
                                                                             ------------- --------------
            Total diluted units                                                    50,690         23,567
                                                                             ============= ==============

       Diluted EPU                                                        $          1.15           1.40
                                                                             ============= ==============
</TABLE>

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

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

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated  Financial  Statements and Notes thereto of Regency  Centers,  L.P.
appearing elsewhere within. Amounts are in thousands,  except per share data and
retail center statistical information.

Organization

Regency Realty  Corporation  ("Regency" or "Company") is a qualified real estate
investment trust ("REIT") which began operations in 1993. The Company invests in
real  estate  primarily  through  its  general  partnership  interest in Regency
Centers,  L.P., ("RCLP" or "Partnership") an operating  partnership in which the
Company currently owns  approximately 97% of the outstanding  common partnership
units ("Units").  Of the 216 properties  included in the Company's  portfolio at
September  30,  1999,  198  properties  were owned  either fee simple or through
partnerships  interests by the  Partnership.  At September 30, 1999, the Company
had an investment  in real estate,  at cost,  of  approximately  $2.5 billion of
which $2.4 billion or 95% was owned by the Partnership.

Shopping Center Business

The Partnership's principal business is owning, operating and developing grocery
anchored neighborhood infill shopping centers. Infill refers to shopping centers
within a targeted investment market offering sustainable  competitive advantages
such as barriers to entry resulting from zoning restrictions,  growth management
laws,  or  limited  new  competition   from   development  or  expansions.   The
Partnership's  properties (including properties under development) summarized by
state in order by their gross leasable areas (GLA) follows:
<TABLE>


                                        September 30, 1999                             December 31, 1998
                                        ------------------                             -----------------
   Location               # Properties        GLA          % Leased     # Properties        GLA           % Leased
   --------               ------------      ---------      --------     ------------    -----------       --------
<S>                       <C>            <C>             <C>              <C>            <C>             <C>

   Florida                     39          4,846,400          92.4%            36          4,571,617         92.9%
   Texas                       30          4,103,182          86.6%             5            479,900         84.7%
   California                  36          3,820,946          97.5%             -                  -             -
   Georgia                     25          2,538,143          93.2%            25          2,560,383         92.8%
   Ohio                        14          1,890,510          92.9%            12          1,527,510         96.8%
   North Carolina              12          1,241,634          97.7%            12          1,239,783         98.3%
   Washington                   9          1,066,962          87.4%             -                  -             -
   Colorado                    10            902,848          92.5%             5            447,569         89.4%
   Oregon                       6            583,464          94.1%             -                  -             -
   Tennessee                    4            388,357          99.2%             4            295,179         96.8%
   Arizona                      2            326,984          99.7%             -                  -             -
   Delaware                     1            232,752          97.6%             1            232,752         94.8%
   Kentucky                     1            205,060          91.3%             1            205,060         95.6%
   Virginia                     2            197,324          96.1%             2            197,324         97.7%
   Illinois                     1            178,600          85.9%             1            178,600         86.9%
   Michigan                     2            177,316          81.5%             2            177,929         81.5%
   South Carolina               2            162,056          98.2%             2            162,056        100.0%
   Missouri                     1             82,498          98.4%             1             82,498         99.8%
   Wyoming                      1             75,00           81.3%             -                  -             -
                          -------------- --------------- ---------------- -------------- --------------- -------------
       Total                   198         23,020,036         92.6%            109         12,358,160       93.6%
                          ============== =============== ================ ============== =============== =============
</TABLE>




The  Partnership,  is  focused  on  building  a  platform  of  grocery  anchored
neighborhood   shopping  centers  because  grocery  stores  provide  convenience
shopping of daily  necessities,  foot traffic for adjacent  local  tenants,  and
should  withstand  adverse  economic  conditions.   The  Partnership's   current
investment  markets  have  continued  to  offer  strong  stable  economies,  and
accordingly, the Partnership expects to realize growth in net income as a result
of increasing occupancy in the portfolio,  increasing rental rates,  development
and acquisition of shopping centers in targeted  markets,  and  redevelopment of
existing  shopping  centers.  The following  table  summarizes  the four largest
grocery  tenants  occupying the  Partnership's  shopping  centers or expected to
occupy shopping centers currently under construction at September 30, 1999:

        Grocery Anchor          Number of          % of          % of Annualized
                                 Stores          Total GLA          Base Rent
       ---------------         ----------      -----------       --------------
          Kroger                    53            13.4%              11.52%
          Publix                    32             6.3%               4.24%
          Safeway                   27             5.5%               4.68%
          Albertsons                14             3.2%               2.99%
<PAGE>

Acquisition and Development of Shopping Centers

On  September  23,  1998,  the  Company  entered  into an  Agreement  of  Merger
("Agreement")  with Pacific  Retail  Trust  ("Pacific"),  a privately  held real
estate  investment trust. The Agreement,  among other matters,  provided for the
merger of Pacific  into  Regency,  and the  exchange of each  Pacific  common or
preferred  share into 0.48  shares of Regency  common or  preferred  stock.  The
stockholders  approved  the  merger at a Special  Meeting of  Stockholders  held
February 26, 1999. At the time of the merger,  Pacific owned 71 retail  shopping
centers that are operating or under  construction  containing  8.4 million SF of
gross  leaseable  area. On February 28, 1999,  the effective date of the merger,
the Company  issued equity  instruments  valued at $770.6 million to the Pacific
stockholders in exchange for their  outstanding  common and preferred shares and
units. The total cost to acquire Pacific was approximately  $1.157 billion based
on the value of Regency  shares issued  including the assumption of $379 million
of  outstanding  debt and other  liabilities of Pacific,  and estimated  closing
costs of $7.5 million.  The price per share used to determine the purchase price
was  $23.325  based  on the five  day  average  of the  closing  stock  price of
Regency's  common  stock as listed on the New York  Stock  Exchange  immediately
before,  during  and after the date the terms of the merger  were  agreed to and
announced to the public.  The merger was  accounted  for as a purchase  with the
Company as the  acquiring  entity.  The  properties  acquired  from Pacific were
concurrently  contributed  by  Regency  into  RCLP in  exchange  for  additional
partnership units.

During  1998,  the  Partnership  acquired  30  shopping  centers  fee simple for
approximately  $341.9  million  and  also  invested  $28.4  million  in 12 joint
ventures  ("JV  Properties"),  for a total  investment  of $370.3  million in 42
shopping centers ("1998 Acquisitions"). Included in the 1998 Acquisitions are 32
shopping  centers  acquired from various  entities  comprising the Midland Group
("Midland").  Of the 32 Midland centers,  31 are anchored by Kroger,  and 12 are
owned through joint ventures in which the  Partnership's  ownership  interest is
50% or less.  The  Partnership's  investment  in the  properties  acquired  from
Midland is $236.6  million at  December  31,  1998.  During  1999 and 2000,  the
Partnership may pay contingent  consideration of up to an estimated $23 million,
through the issuance of Partnership units and the payment of cash. The amount of
such  consideration,  if  issued,  will  depend on the  satisfaction  of certain
performance  criteria relating to the assets acquired from Midland.  Transferors
who received cash at the initial Midland closing will receive  contingent future
consideration in cash rather than units. On April 16, 1999, the Partnership paid
$5.2 million related to this contingent consideration.

Results from Operations

Comparison of the nine months ended September 30, 1999 to 1998

Revenues  increased  $110.1  million  or 126% to  $197.1  million  in 1999.  The
increase was due  primarily to Pacific and the 1998  Acquisitions.  At September
30, 1999, the real estate portfolio  contained  approximately 23 million SF, and
was 92.6% leased.  Minimum rent increased  $83.1 million or 133%, and recoveries
from tenants increased $22.5 million or 161%. Revenues from property management,
leasing,   brokerage,  and  development  services  (service  operation  segment)
provided  on  properties  not owned by the  Partnership  were $10.6  million and
$9.1million in 1999 and 1998,  respectively.  During 1998, the Partnership  sold
four office  buildings and a parcel of land for $30.7 million,  and recognized a
gain on the  sale of  $10.7  million.  As a result  of  these  transactions  the
Partnership's  real estate  portfolio is comprised  entirely of retail  shopping
centers.  The proceeds from the sale were used to reduce the balance of the line
of credit.

Operating  expenses  increased  $47.3  million or 109% to $90.6 million in 1999.
Combined operating and maintenance,  and real estate taxes increased $26 million
or 145% during 1999 to $43.9  million.  The increases are due to Pacific and the
1998 Acquisitions. General and administrative expenses increased 32% during 1999
to $13.6 million due to the hiring of new employees and related office  expenses
necessary  to  manage  the  shopping  centers  acquired  during  1999 and  1998.
Depreciation  and  amortization  increased  $17.4  million  during  1999 or 118%
primarily due to Pacific and the 1998 Acquisitions.

Interest  expense  increased to $40.5 million in 1999 from $16.8 million in 1998
or 141% due to  increased  average  outstanding  loan  balances  related  to the
financing of Pacific and the 1998 Acquisitions on the Line and the assumption of
debt.

Net income for common unit holders was $61.4  million in 1999 vs. $36.9  million
in 1998, a $25.5 million or 66% increase for the reasons  previously  described.
Diluted  earnings  per unit in 1999 was $1.15 vs.  $1.40 in 1998 due to the gain
offset by the dilutive impact from the increase in weighted average common units
and equivalents of 27.2 million primarily due to the acquisition of Pacific.

Comparison of the three months ended September 30, 1999 to 1998

Revenues  increased $42.6 million or 132% to $74.9 million in 1999. The increase
was due primarily to Pacific and the 1998  Acquisitions.  Minimum rent increased
$31.8 million or 136%,  and  recoveries  from tenants  increased $8.3 million or
152%. Revenues from property  management,  leasing,  brokerage,  and development
services  (service  operation  segment)  provided on properties not owned by the
Partnership were $4.5 million and $3.1 million in 1999 and 1998, respectively.
<PAGE>

Operating  expenses  increased  $19  million  or 122% to $34.5  million in 1999.
Combined  operating  and  maintenance,  and real estate  taxes  increased  $10.6
million or 161% during 1999 to $17.1  million.  The increases are due to Pacific
and the 1998  Acquisitions.  General and  administrative  expenses increased 44%
during  1999 to $4.8  million  due to the hiring of new  employees  and  related
office expenses  necessary to manage the shopping  centers  acquired during 1999
and 1998.  Depreciation and  amortization  increased $6.6 million during 1999 or
119% primarily due to Pacific and the 1998 Acquisitions.

Interest  expense  increased to $14.7 million in 1999 from $6 million in 1998 or
146% due to increased average outstanding loan balances related to the financing
of Pacific and the 1998 Acquisitions on the Line and the assumption of debt.

Net income for common unit  holders was $24 million in 1999 vs. $9.3  million in
1997, a $14.7  million or 158%  increase for the reasons  previously  described.
Diluted  earnings per unit in 1999 was $.40 vs. $.33 in 1998 due to the increase
in net income  offset by the  dilutive  impact  from the  increase  in  weighted
average  common  units and  equivalents  of 34.4  million  primarily  due to the
acquisition of Pacific.

Funds from Operations

The  Partnership  considers  funds from  operations  ("FFO"),  as defined by the
National Association of Real Estate Investment Trusts as net income (computed in
accordance with generally accepted  accounting  principles)  excluding gains (or
losses) from debt  restructuring and sales of income producing property held for
investment,  plus  depreciation  and  amortization  of real  estate,  and  after
adjustments for unconsolidated investments in real estate partnerships and joint
ventures,  to be the industry  standard for  reporting  the  operations  of real
estate investment  trusts ("REITs").  Adjustments for investments in real estate
partnerships  are calculated to reflect FFO on the same basis.  While management
believes  that  FFO  is  the  most  relevant  and  widely  used  measure  of the
Partnership's  performance,  such  amount  does not  represent  cash  flow  from
operations as defined by generally accepted accounting principles, should not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance,  and is not indicative of cash available to fund all cash
flow needs.  Additionally,  the  Partnership's  calculation  of FFO, as provided
below, may not be comparable to similarly titled measures of other REITs.

FFO for the periods  ended  September  30, 1999 and 1998 are  summarized  in the
following table (in thousands):

                                                       1999         1998
                                                      ------        -----

Net income for common unitholders            $       61,380       36,938
Add (subtract):
  Real estate depreciation and amortization          31,518       14,328
  (Gain) on sale of operating property                    -       (9,835)
                                                ------------ ------------
Funds from operations                        $       92,898       41,431
                                                ============ ============

Cash flow provided by (used in):
  Operating activities                       $       89,788       40,949
  Investing activities                             (184,731)    (171,988)
  Financing activities                               99,249      129,466

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to share and unit  holders.  Net cash  provided by
operating  activities  was $89.8  million and $40.9  million for the nine months
ended September 30, 1999 and 1998, respectively.  The Partnership paid scheduled
principal payments of $4.3 million and $2.1 million during the first nine months
of 1999 and 1998,  respectively.  The Partnership  paid  distributions  of $77.5
million and $40.5 million, during 1999 and 1998,  respectively,  to its Original
Limited Partnership, Class 2 and Series A and Series C Preferred unitholders.

Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  and  acquisition,
renovation and  development of shopping  centers from: (i) excess cash generated
from operating activities,  (ii) working capital reserves, (iii) additional debt
borrowings,  and (iv) additional  equity raised in the public markets.  Net cash
used in investing  activities  was $184.7  million and $172 million,  during the
first  nine  months  of 1999 and  1998,  respectively,  primarily  for  purposes
discussed above under Acquisitions and Development of Shopping Centers. Net cash
provided  by  financing  activities  was $99.2  million  and $129.5 for the nine
months ended September 30, 1999 and 1998, respectively, primarily related to the
proceeds from the preferred  unit and debt offerings  completed  during 1999 and
1998. At September 30, 1999,  the  Partnership  had 47 retail  properties  under
construction  or  undergoing  major  renovations,  with  costs to date of $414.1
million.  Total  committed  costs  necessary  to complete the  properties  under
development is estimated to be $157.5 million and will be expended  through 1999
and 2000.  At September 30, 1999, the Company had approximately $164 million
available on its Line.
<PAGE>

The  Partnership's  outstanding debt at September 30, 1999 and December 31, 1998
consists of the following (in thousands):

                                                  1999            1998
                                                  ----            ----
   Notes Payable:
       Fixed rate mortgage loans           $        339,476         230,398
       Variable rate mortgage loans                  13,517          11,051
       Fixed rate unsecured loans                   370,827         121,296
                                              -------------- ---------------
             Total notes payable                    723,820         362,745
   Acquisition and development line
      of credit                                     144,179         117,631
                                              -------------- ---------------
            Total                          $        867,999         480,376
                                              ============== ===============

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

On June 29,  1998,  the  Partnership  issued  $80  million  of  8.125%  Series A
Cumulative  Redeemable  Preferred  Units  ("Series  A  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred
Units,  which may be called by the Partnership at par on or after June 25, 2003,
have no stated maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at an annualized  rate of 8.125%.  At any time after June 25, 2008, the
Series A  Preferred  Units  may be  exchanged  for  shares  of  8.125%  Series A
Cumulative  Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series A Preferred  Stock for one Series A Preferred Unit. The Series A
Preferred  Units and Series A Preferred  Stock are not  convertible  into common
stock of the Company.  The net proceeds of the offering  were used to reduce the
Line.

On  September  3, 1999,  the  Partnership  issued $85 million of 8.75%  Series B
Cumulative  Redeemable  Preferred  Units  ("Series  B  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
850,000  Series B Preferred  Units for $100.00 per unit.  The Series B Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly  dividend at an annualized  rate of 8.75%. At any time after September
3,  2009,  the Series B  Preferred  Units may be  exchanged  for shares of 8.75%
Series B  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series B Preferred  Stock for one Series B Preferred  Unit.
The Series B Preferred  Units and Series B Preferred  Stock are not  convertible
into common stock of the Company.  The net proceeds of the offering were used to
reduce the acquisition and development line of credit.

On  September  3, 1999,  the  Partnership  issued $75  million of 9.0%  Series C
Cumulative  Redeemable  Preferred  Units  ("Series  C  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
750,000  Series C Preferred  Units for $100.00 per unit.  The Series C Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly dividend at an annualized rate of 9.0%. At any time after September 3,
2009, the Series C Preferred  Units may be exchanged for shares of 9.0% Series C
Cumulative  Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series C Preferred  Stock for one Series C Preferred Unit. The Series C
Preferred  Units and Series C Preferred  Stock are not  convertible  into common
stock of the Company.  The net proceeds of the offering  were used to reduce the
acquisition and development line of credit.
<PAGE>

On September  29, 1999,  the  Partnership  issued $50 million of 9.125% Series D
Cumulative  Redeemable  Preferred  Units  ("Series  D  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
500,000  Series D Preferred  Units for $100.00 per unit.  The Series D Preferred
Units,  which may be called by the  Partnership at par on or after September 29,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly  dividend at an annualized rate of 9.125%. At any time after September
29, 2009,  the Series D Preferred  Units may be  exchanged  for shares of 9.125%
Series D  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series D Preferred  Stock for one Series D Preferred  Unit.
The Series D Preferred  Units and Series D Preferred  Stock are not  convertible
into common stock of the Company.  The net proceeds of the offering were used to
reduce the acquisition and development line of credit.

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

Mortgage loans are secured by certain real estate properties,  but generally may
be prepaid  subject to a prepayment  of a  yield-maintenance  premium.  Mortgage
loans are  generally due in monthly  installments  of interest and principal and
mature over various  terms  through 2018.  Variable  interest  rates on mortgage
loans are currently  based on LIBOR plus a spread in a range of 125 basis points
to 150 basis points.  Fixed interest rates on mortgage loans range from 7.04% to
9.8%.

During 1999,  the  Partnership  assumed debt with a fair value of $402.6 million
related to the acquisition of real estate,  which includes debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are being amortized over the terms of the related debt instruments.

As of September 30, 1999,  scheduled  principal  repayments on notes payable and
the Line for the next five years were as follows (in thousands):

<TABLE>
<CAPTION>

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

                            1999                       $           1,718              -           1,718
                            2000                                   5,711         47,608          53,319
                            2001                                   5,621        194,572         200,193
                            2002                                   4,943         44,114          49,057
                            2003                                   4,933         13,301          18,234
                            Beyond 5 Years                        42,210        490,227         532,437
              Net unamortized debt payments                            -         13,041          13,041
                                                          --------------- -------------  --------------
                   Total                               $          65,136        802,863         867,999
                                                          =============== ============== ===============
</TABLE>


Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$54.9 million at September 30, 1999,  and the Company's  proportionate  share of
these loans was $23.5 million.

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

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

New Accounting Standards and Accounting Changes

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

Environmental Matters

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

Inflation

Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping  centers,   however,
substantially  all of the  Partnership's  long-term  leases  contain  provisions
designed to mitigate the adverse impact of inflation.  Such  provisions  include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which  generally  increase  rental  rates  during the terms of the leases.  Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years,  which permits the  Partnership  to seek increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.

Year 2000 System Compliance

Management   recognizes  the  potential   effect  Year  2000  may  have  on  the
Partnership's  operations  and,  as  a  result,  has  implemented  a  Year  2000
Compliance  Project.  The term "Year 2000  compliant"  means that the  software,
hardware,  equipment,  goods or systems utilized by, or material to the physical
operations,  business  operations,  or  financial  reporting  of an entity  will
properly  perform date  sensitive  functions  before,  during and after the year
2000.

The Partnership's  Year 2000 Compliance  Project included an awareness phase, an
assessment phase, a renovation phase, and a testing phase of our data processing
network,  accounting  and property  management  systems,  computer and operating
systems,  software packages,  and building management systems.  The project also
included  surveying  our major  tenants,  financial  institutions,  and  utility
companies.

The Partnership's computer hardware,  operating systems,  general accounting and
property management systems and principal desktop software applications are Year
2000 compliant as certified by the various vendors. We have tested, and remedied
as needed, our general accounting and property  management  information  system,
all  servers  and  their  operating  systems,  all  principal  desktop  software
applications,  personal  computers and PC operating  systems.  Based on the test
results,  Management  does not  anticipate  any Year  2000  problems  that  will
materially impact operations or operating results.

An  assessment  of  the  Partnership's  building  management  systems  has  been
completed.  This  assessment  has  resulted  in the  identification  of  certain
lighting, telephone, and voice mail systems that may not be Year 2000 compliant.
These non-compliant systems have been replaced or updated to be compliant.

The  Partnership  has surveyed its major tenants,  financial  institutions,  and
utility  companies in order to determine the extent to which the  Partnership is
vulnerable to third party Year 2000  failures.  We have received  responses from
100% of our principal tenants, financial institutions and utility companies. All
parties have indicated that they are Year 2000 compliant or will be by September
30,  1999.  However,  there  are no  assurances  that  these  entities  will not
experience failures that might disrupt the operations of the Partnership.
<PAGE>

Management  believes the Year 2000 Compliance  Project,  summarized  above,  has
adequately  addressed the Year 2000 risk.  Certain events are beyond the control
of  Management,  primarily  related to the readiness of customers and suppliers,
and can not be tested.  Management  believes  this risk is mitigated by the fact
that the Partnership deals with numerous geographically  disbursed customers and
suppliers.  Any third party failures should be isolated and short term, however,
there  can be no  guarantee  that the  systems  of  unrelated  entities  will be
corrected  on a  timely  basis  and  will  not  have an  adverse  effect  on the
Partnership.  As a result,  the  Partnership  has  developed  a formal Year 2000
contingency plan which has been  communicated to tenants and employees  allowing
for communication and resolution of any disruption that may occur.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
line of credit and  long-term  debt used to maintain  liquidity and fund capital
expenditures and expansion of the Partnership's real estate investment portfolio
and operations.  The Partnership's interest rate risk management objective is to
limit the impact of  interest  rate  changes on  earnings  and cash flows and to
lower its overall  borrowing  costs.  To achieve its objectives the  Partnership
borrows  primarily  at fixed  rates  and may  enter  into  derivative  financial
instruments  such as interest  rate swaps,  caps and treasury  locks in order to
mitigate  its  interest  rate  risk  on  a  related  financial  instrument.  The
Partnership has no plans to enter into derivative or interest rate  transactions
for  speculative  purposes,  and at September 30, 1999, the  Partnership did not
have any borrowings hedged with derivative financial instruments.

The Partnership's interest rate risk is monitored using a variety of techniques.
The table below presents the principal  amounts  maturing (in  thousands)  based
upon contractual terms,  weighted average interest rates of debt remaining,  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
                                      1999        2000       2001        2002       2003    Thereafter     Total      Value
                                      ----        ----       ----        ----       ----    ----------     -----      -----
<S>                                   <C>        <C>        <C>         <C>        <C>      <C>           <C>        <C>

Fixed rate debt                       1,688      53,188      42,659      49,057     18,234     532,436      697,262    710,303
Average interest rate for all debt     7.81%       7.81%       7.78%       7.70%      7.66%       7.81%           -          -

Variable rate LIBOR debt                 30         132     157,534           -          -           -      157,696    157,696
Average interest rate for all debt     6.19%       6.18%          -           -          -           -            -          -
</TABLE>



As the table  incorporates  only those  exposures that exist as of September 30,
1999, 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,  the  Partnership's  ultimate  realized  gain or loss  with  respect  to
interest rate  fluctuations  will depend on the exposures  that arise during the
period, the Company's hedging strategies at that time, and interest rates.

<PAGE>


Part II

Item 6 Exhibits and Reports on Form 8-K:

(a)      Exhibits:

27.1       Financial Data Schedule


(b)        Reports on Form 8-K.
           None

<PAGE>




                                    SIGNATURE

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



         Date:  November 8, 1999                     REGENCY CENTERS, L..P.



                                            By:       /s/  J. Christian Leavitt
                                                         Senior Vice President
                                                            and Secretary