United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] For the quarterly period ended June 30, 1998

                                      -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 1-12298

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

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

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

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

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

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


<PAGE>






                              REGENCY CENTERS, L.P.
                           Consolidated Balance Sheets
                       June 30, 1998 and December 31, 1997

<TABLE>
<CAPTION>


                                                                          1998                1997
                                                                          ----                ----
                                                                        (unaudited)
<S>                                                                <C>                       <C>    

Assets
Real estate investments, at cost:
     Land                                                          $    183,543,075          134,457,274
     Buildings and improvements                                         653,450,521          467,730,009
     Construction in progress - development for investment                9,947,030           13,427,370
     Construction in progress - development for sale                     21,186,446           20,173,039
                                                                       ------------          -----------   
                                                                     
                                                                        868,127,072          635,787,692
     Less:  accumulated depreciation                                     24,857,246           22,041,114
                                                                       ------------          -----------
                                                                        843,269,826          613,746,578

     Investments in  real estate partnerships                            22,401,368              999,730
                                                                       ------------          -----------
                  Net real estate investments                           865,671,194          614,746,308

Cash and cash equivalents                                                 7,997,662           14,642,429
Tenant receivables, net of allowance for
     uncollectible accounts of $2,203,559
     and $1,162,570 at June 30, 1998
     and December 31, 1997, respectively                                  8,523,897            7,245,788
Deferred costs, less accumulated amortization
     of $1,626,167 and $1,456,933 at June 30, 1998
     and December 31, 1997, respectively                                  2,589,036            2,215,099
Other assets                                                              2,764,023            2,299,521
                                                                        -----------          -----------
                                                                   $    887,545,812          641,149,145
                                                                        ===========          ===========

Liabilities and Stockholders' Equity
Liabilities:
     Mortgage loans payable                                             224,440,767          145,455,989
     Acquisition and development line of credit                          89,731,185           48,131,185
     Accounts payable and other liabilities                              14,484,214            9,972,065
     Tenants' security and escrow deposits                                2,255,767            1,854,700
                                                                        -----------           -----------
                Total liabilities                                       330,911,933          205,413,939
                                                                        -----------          -----------

Limited partners' interest in consolidated partnerships
    (note 2)                                                              7,354,704           7,305,945
                                                                        -----------          -----------

Redeemable preferred units                                               78,800,000                    -
Redeemable operating partnership units                                  470,479,175          428,429,261
                                                                       ------------           -----------
Partners' capital                                                       549,279,175          428,429,261
                                                                       ------------          -----------

Commitments and contingencies

                                                                   $    887,545,812          641,149,145
                                                                        ===========          ===========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
                For the Three Months ended June 30, 1998 and 1997
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                           1998           1997
                                                                           ----          -----
<S>                                                                   <C>                <C>    
Revenues:
  Minimum rent                                                        $  20,137,351      14,163,423
  Percentage rent                                                           203,785         404,913
  Recoveries from tenants                                                 4,534,061       2,863,135
  Management, leasing and brokerage fees                                  2,902,262       2,046,334
  Equity in income (loss) of investments in
    real estate partnerships                                                145,425          (9,654)
                                                                         ----------      ----------
         Total revenues                                                  27,922,884      19,468,151
                                                                         ----------      ----------

Operating expenses:
  Depreciation and amortization                                           4,594,855       3,200,573
  Operating and maintenance                                               3,326,494       2,755,616
  General and administrative                                              3,829,341       2,995,008
  Real estate taxes                                                       2,304,500       1,344,411
                                                                         ----------      ----------
         Total operating expenses                                        14,055,190      10,295,608
                                                                         ----------      ----------

Interest expense (income):
  Interest expense                                                        5,840,063       5,173,451
  Interest income                                                          (615,226)       (264,326)
                                                                        -----------       ---------
         Net interest expense                                             5,224,837       4,909,125
                                                                        -----------       ---------

         Income before minority interests and sale
           of real estate investments                                     8,642,857       4,263,418
                                                                          ---------       ---------


Minority interest of limited partners                                      (103,009)       (214,406)
                                                                         
                                                                                 
Gain on sale of real estate investments                                     508,678               -
                                                                           --------         --------
                                                                                                  

           Net income for unitholders                                 $   9,048,526       4,049,012
                                                                          =========       =========


Net income per unit:
         Basic                                                        $         .32             .20
                                                                          =========      ==========
                                                                              
         Diluted                                                      $         .31             .19
                                                                          =========      ==========
</TABLE>
                                                                                




See accompanying notes to consolidated financial statements.


<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
                 For the Six Months ended June 30, 1998 and 1997
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                            1998          1997
                                                                            ----         -----
<S>                                                                   <C>               <C>    

Revenues:
  Minimum rent                                                        $   37,201,835     23,099,828
  Percentage rent                                                            622,899        526,799
  Recoveries from tenants                                                  8,344,603      5,127,636
  Management, leasing and brokerage fees                                   5,406,368      3,687,525
  Equity in income of investments in
    real estate partnerships                                                 146,411         17,137
                                                                         --- -------    -----------
         Total revenues                                                   51,722,116     32,458,925
                                                                          ----------    -----------

Operating expenses:
  Depreciation and amortization                                            8,740,321      5,151,973
  Operating and maintenance                                                6,370,748      4,447,846
  General and administrative                                               7,262,449      5,216,014
  Real estate taxes                                                        4,398,495      2,719,695
                                                                           ---------     ----------
         Total operating expenses                                         26,772,013     17,535,528
                                                                          ----------     ----------

Interest expense (income):
  Interest expense                                                         9,249,580      7,631,828
  Interest income                                                          (933,472)       (423,016)
                                                                          ----------      ---------- 
                                                                           
         Net interest expense                                              8,316,108      7,208,812
                                                                         -----------      ---------

         Income before minority interests and sale
           of real estate investments                                     16,633,995      7,714,585
                                                                          ----------      ---------


Minority interest of limited partners                                      (200,159)      (345,142)
                                                                           
Gain on sale of real estate investments                                   10,746,097             -
                                                                          ----------      ---------
                                                                                                  

           Net income for unitholders                                 $   27,179,933      7,369,443
                                                                          ==========      =========


Net income per unit:
                                                                
         Basic                                                        $         1.04            .35
                                                                                ====            ===
                                                               
         Diluted                                                      $         1.02            .32
                                                                                ====            ===

</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
                 For the Six Months Ended June 30, 1998 and 1997
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                              1998               1997
                                                                              ----               ----
<S>                                                                        <C>                   <C>    

Cash flows from operating activities:
    Net income                                                             $    27,179,933          7,369,443
    Adjustments to reconcile net income to net
       Cash provided by operating activities:
            Depreciation and amortization                                        8,740,321          5,151,973
            Deferred financing cost and debt premium amortization                  (28,814)           441,004
            Minority interest of limited partners                                  200,159            345,142
            Equity in income of investments in
               real estate partnerships                                           (146,411)           (17,137)
           Gain on sale of real estate investments                             (10,746,097)                 -
           Changes in assets and liabilities:
              Tenant receivables                                                (1,278,109)        (1,175,630)
              Deferred leasing commissions                                        (477,146)          (173,658)
              Other assets                                                      (1,656,348)           712,327
              Tenants' security deposits                                           401,067            689,406
              Accounts payable and other liabilities                             4,512,149          8,126,544
                                                                               -----------        -----------
                Net cash provided by operating activities                       26,700,704         21,469,414
                                                                               ------------       -----------

Cash flows from investing activities:
    Acquisition and development of real estate                                (119,980,748)      (113,482,333)
    Investment in real estate partnerships                                     (21,276,350)                  -
    Capital improvements                                                        (1,878,993)        (1,013,456)
    Construction in progress for sale, net of reimbursement                     (1,013,407)        (8,248,018)
    Proceeds from sale of real estate investments                               30,662,197                  -
    Distributions received from real
        Estate partnership investments                                              21,123                  -
                                                                              -------------      ------------
               Net cash used in investing activities                          (113,466,178)      (122,743,807)
                                                                              -------------      ------------

Cash flows from financing activities:
    Net proceeds from issuance of redeemable partnership units                       7,667          2,255,140
    Cash contributions from the issuance of Regency stock                        9,685,435         68,275,213
    Cash distributions for dividends                                           (25,416,413)       (13,719,745)
    Other contributions (distributions), net                                     1,478,481            609,420
    Proceeds from issuance of redeemable preferred units                        78,800,000                  -
    Proceeds  from acquisition and
        Development line of credit, net                                         41,600,000         37,630,000
    Proceeds from mortgage loans payable                                         7,345,000         15,148,753
    Repayments of mortgage loans payable                                       (32,763,104)        (2,148,114)
    Deferred financing costs                                                      (616,359)          (510,471)
                                                                                -----------       -----------
               Net cash provided by financing activities                        80,120,707        107,540,196
                                                                                ------------      -----------

               Net (decrease) increase in cash and cash equivalents             (6,644,767)         6,265,803
                                                                               -------------      ------------

Cash and cash equivalents at beginning of period                                14,642,429          6,466,899
                                                                               ------------       -----------

Cash and cash equivalents at end of period                                 $     7,997,662         12,732,702
                                                                                ===========       ===========
</TABLE>



<PAGE>




                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
                 For the Six Months Ended June 30, 1998 and 1997
                                   (unaudited)
                                   -continued-

<TABLE>
<CAPTION>



                                                                                    1998                1997
                                                                                    ----                ----
<S>                                                                       <C>                     <C>    

Supplemental disclosure of non cash transactions:
 Mortgage loans assumed from sellers of real estate at fair value         $      104,751,624      111,052,817
                                                                                 ===========      ===========

 Redeemable operating partnership units
  issued to sellers of real estate                                        $       28,963,411       94,769,706
                                                                                 ===========      ===========


</TABLE>


See accompanying notes to consolidated financial statements.




<PAGE>



                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


1.     Summary of Significant Accounting Policies


       (a)    Organization and Principles of Consolidation

              Regency  Centers,  L.P. (the  Partnership)  is the primary  entity
              through   which  Regency   Realty   Corporation   ("Regency"),   a
              self-administered  and self-managed  real estate  investment trust
              ("REIT"),  conducts  substantially  all of its  business  and owns
              substantially all of its assets.  In 1993,  Regency was formed for
              the  purpose  of  managing,  leasing,  brokering,  acquiring,  and
              developing   shopping  centers.   The  Partnership  also  provides
              management,  leasing,  brokerage and development services for real
              estate not owned by Regency (i.e., owned by third parties).

              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.

              The  accompanying  interim  unaudited  financial  statements  (the
              "Financial  Statements")  include the accounts of the Partnership,
              and  its  majority  owned   subsidiaries  and  partnerships.   All
              significant  intercompany  balances  and  transactions  have  been
              eliminated in the consolidated financial statements.

              The Financial  Statements have been prepared pursuant to the rules
              and  regulations of the Securities  and Exchange  Commission,  and
              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
              pursuant  to  such  rules  and  regulations,  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, 1997 Form 10 filed with
              the Securities and Exchange Commission.

       (b)    Statement of Financial Accounting Standards No. 130

              The Financial Accounting Standards Board ("FASB") issued Statement
              of   Financial    Accounting   Standards   No.   130,   "Reporting
              Comprehensive  Income" ("FAS 130"),  which is effective for fiscal
              years  beginning  after  December  15, 1997.  FAS 130  establishes
              standards for reporting  total  comprehensive  income in financial
              statements,  and requires that Companies  explain the  differences
              between total comprehensive income and net income.  Management has
              adopted  this  statement in 1998.  No  differences  between  total
              comprehensive  income  and  net  income  existed  in  the  interim
              financial statements reported at June 30, 1998 and 1997.



<PAGE>



                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


1.      Summary of Significant Accounting Policies (continued)


       (c)    Statement of Financial Accounting Standards No. 131

              The FASB issued  Statement of Financial  Accounting  Standards No.
              131,  "Disclosures  about  Segments of an  Enterprise  and Related
              Information"  ("FAS  131"),  which is  effective  for fiscal years
              beginning after December 15, 1997. FAS 131  establishes  standards
              for the way that public business  enterprises  report  information
              about  operating  segments  in  annual  financial  statements  and
              requires that those enterprises report selected  information about
              operating segments in interim financial  reports.  Management does
              not believe that FAS 131 will effect its current disclosures.

       (d)    Emerging Issues Task Force Issue 97-11

              Effective  March 19, 1998,  the Emerging  Issues Task Force (EITF)
              ruled in Issue 97-11,  "Accounting  for Internal Costs Relating to
              Real Estate  Property  Acquisitions",  that only internal costs of
              identifying  and  acquiring  non-operating   properties  that  are
              directly  identifiable  with the  acquired  properties  should  be
              capitalized,   and  that  all  internal  costs   associated   with
              identifying and acquiring operating  properties should be expensed
              as incurred.  The  Partnership had previously  capitalized  direct
              costs associated with the acquisition of operating properties as a
              cost of the real estate.  The  Partnership  has adopted EITF 97-11
              effective March 19, 1998. During 1997, the Partnership capitalized
              approximately  $1.5 million of internal costs related to acquiring
              operating  properties.  Through the effective  date of EITF 97-11,
              the Partnership has capitalized  $474,000 of internal  acquisition
              costs. For the remainder of 1998, the Partnership expects to incur
              $1.1  million of internal  costs  related to  acquiring  operating
              properties which will be expensed.

         (e)     Emerging Issues Task Force Issue 98-9

              On May 22,  1998,  the EITF  reached  a  consensus  on Issue  98-9
              "Accounting for Contingent Rent in Interim Financial Periods". The
              EITF  has  stated  that  lessors   should  defer   recognition  of
              contingent  rental  income  that is  based  on  meeting  specified
              targets  until  those  specified  targets  are met and not ratably
              throughout the year.  The  Partnership  has previously  recognized
              contingent  rental income (i.e.  percentage rent) ratably over the
              year  based  on  the  historical   trends  of  its  tenants.   The
              Partnership  has adopted Issue 98-9  prospectively  and has ceased
              the recognition of contingent rents until such time as its tenants
              have achieved its specified target. The Partnership  believes this
              will  effect  the  interim  period  in  which  percentage  rent is
              recognized,  however  it will not have a  material  impact  on the
              annual recognition of percentage rent.

        (f)   Reclassifications

              Certain  reclassifications  have been made to the 1997  amounts to
              conform to classifications adopted in 1998.



<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


2.      Acquisitions of Shopping Centers

       During the first six months of 1998, the Partnership  acquired a total of
       23  shopping  centers  for   approximately   $225.2  million  (the  "1998
       Acquisitions").  In  January,  1998,  the  Partnership  entered  into  an
       agreement  to  acquire  the  shopping   centers  from  various   entities
       comprising  the  Midland  Group  ("Midland")  consisting  of 21  shopping
       centers plus a  development  pipeline of 11 shopping  centers.  Of the 32
       centers to be acquired or  developed,  31 are anchored by Kroger,  or its
       affiliate.  Eight of the  shopping  centers  included in the  development
       pipeline will be owned  through a joint venture in which the  Partnership
       will own less than a 50% interest upon  completion of  construction  (the
       "JV  Properties").  As of June 30, 1998, the Partnership has acquired all
       but  one of the  shopping  centers  and  all  of the JV  Properties.  The
       Partnership's  investment  in the  properties  acquired  from  Midland is
       $180.3 million at June 30, 1998.  During 1998,  1999 and 2000,  including
       all payments made to date, the Partnership  will pay  approximately  $213
       million  (including  costs to be incurred on propertied  currently  under
       construction)  for the 32 properties,  and in addition may pay contingent
       consideration of $23 million,  for the properties through the issuance of
       units of the Partnership, the payment of cash and the assumption of debt.

       In March, 1997, the Partnership  acquired 26 shopping centers from Branch
       Properties ("Branch") for $232.4 million.  Additional Units and shares of
       common   stock  may  be  issued   after  the  first,   second  and  third
       anniversaries  of the closing with Branch  (each an "Earn-Out  Closing"),
       based on the performance of the properties acquired.  The formula for the
       earn-out   provides  for   calculating   any  increases  in  value  on  a
       property-by-property  basis, based on any increases in net income for the
       properties  acquired,  as of February 15 of the year of calculation.  The
       earn-out is limited to 721,997  Units at the first  Earn-Out  Closing and
       1,020,061 Units for all Earn-Out  Closings  (including the first Earn-Out
       Closing).  During March,  1998, the Partnership  issued 721,997 Units and
       shares valued at $18.2 million to the partners of Branch.

3.     Mortgage Loans Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at June 30, 1998 and December 31, 1997
consists of the following:

                                                   1998             1997
                                                   ----             ----
 Mortgage Loans Payable:
     Fixed rate secured loans                    $189,995,742      114,615,011
     Variable rate secured loans                   12,679,515       30,840,978
      Fixed rate unsecured loans                   21,765,510                -
 Unsecured line of credit                          89,731,185       48,131,185
                                                 ------------      -----------
     Total                                       $314,171,952      193,587,174
                                                 ============      ===========


       During March,  1998, the Partnership  modified the terms of its unsecured
       line of credit (the "Line") by increasing the commitment to $300 million,
       reducing the interest rate, and  incorporating a competitive bid facility
       of up to $150  million of the  commitment  amount.  Maximum  availability
       under the Line is subject to a pool of  unencumbered  assets which cannot
       have an aggregate value less than 175% of the amount of the Partnership's
       outstanding unsecured liabilities.  The Line matures in May 2000, but may
       be extended annually for one year periods. Borrowings under the Line bear
       interest  at a  variable  rate based on LIBOR  plus a  specified  spread,
       (.875%  currently),  which is dependent on the  Partnership's  investment
       grade rating.  The Partnership's  ratings are currently Baa2 from Moody's
       Investor  Service,  BBB from Duff and Phelps,  and BBB- from Standard and
       Poors.  The  Partnership  is required to comply  with  certain  financial
       covenants consistent with this

<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998



3.     Mortgage Loans Payable and Unsecured Line of Credit (continued)

       type of unsecured  financing.  The Line is used  primarily to finance the
       acquisition and development of real estate,  but is available for general
       working capital purposes.

       On June 29, 1998, the  Partnership  issued $80 million of 8.125% Series A
       Cumulative  Redeemable Preferred Units to an institutional  investor in a
       private  placement.  The  issuance  involved  the  sale  of  1.6  million
       Preferred  Units for $50.00 per unit. The 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%.  The  Preferred  Units are not
       convertible  into  common  stock  of  Regency.  The net  proceeds  of the
       offering were used to reduce the Partnership's bank line of credit.

       On July  17,  1998  the  Partnership  completed  a $100  million  private
       offering of senior term notes at an effective interest rate of 7.17%. The
       Notes were priced at 162.5 basis points over the current  yield for seven
       year US Treasury Bonds.  The net proceeds of the offering will be used to
       repay borrowings under the line of credit.

       Mortgage  loans are  secured  by  certain  real  estate  properties,  but
       generally may be prepaid  subject to a prepayment of a  yield-maintenance
       premium.  Unconsolidated  partnerships  and joint  ventures  had mortgage
       loans  payable of  $62,727,120  at June 30, 1998,  and the  Partnership's
       share of these loans was $25,447,514. 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 the first six months of 1998,  the  Partnership  assumed  mortgage
       loans with a face value of  $99,602,679  related  to the  acquisition  of
       shopping  centers.  The  Partnership has recorded the loans at fair value
       which created debt  premiums of $5,148,945  related to assumed debt 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 June 30, 1998,  scheduled  principal  repayments on mortgage  loans
       payable and the unsecured line of credit were as follows:

            1998                                           $8,325,724
            1999                                           14,935,360
            2000                                           99,525,400
            2001                                           18,931,911
            2002                                           38,654,417
            Thereafter                                    128,998,937
                                                          -----------
                Subtotal                                  309,371,749
            Net unamortized debt premiums                   4,800,203
                                                          -----------
                Total                                     314,171,952
                                                          ===========



<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


4.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the three months ended,  June 30, 1998 and 1997(in thousands
       except per unit data):
<TABLE>
<CAPTION>

                                                                              1998              1997
                                                                              ----              ----
         <S>                                                            <C>                      <C>    

         Basic Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding                                    23,855            13,440
                                                                               

         Net income for unitholders                                     $       9,049             4,049
         Less: dividends paid on Class B common stock
                                                                                1,344             1,285
                                                                                -----             -----
         
         Net income for Basic Earnings per Unit                         $       7,705             2,764
                                                                                =====             =====

                                                     
         Basic Earnings per Unit                                        $         .32               .20
                                                                                  ===               ===

         Diluted Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding for Basic EPU                      23,855            13,440
         Incremental units to be issued under common
            stock options using the Treasury method                                 -                78
         Contingent units  for the acquisition
            of real estate
                                                                                  519             1,138
                                                                               ------            ------
         Total diluted units                                                   24,374            14,656
                                                                               ======            ======

                                                    
         Diluted Earnings per Unit                                      $         .32               .19
                                                                                  ===               ===
</TABLE>

       The Class B common stock  dividends are deducted from income in computing
       earnings per unit since the proceeds of this offerings was transferred to
       and reinvested by the Partnership. Accordingly, payment of such dividends
       is dependent upon the operations of the Partnership.

<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


4.     Earnings Per Unit  (continued)

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the six months  ended,  June 30, 1998 and 1997(in  thousands
       except per unit data):
<TABLE>
<CAPTION>

                                                                                    1998              1997
                                                                                    ----              ----
         <S>                                                            <C>                           <C>    
  
         Basic Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding                                         23,602            13,691
                                                                                    

         Net income for unitholders                                     $           27,180             7,369
                                                                                    
         
         Less: dividends paid on Class B common stock                                2,689             2,570
                                                                                     -----             -----
                                       
         Net income for Basic Earnings per Unit                         $           24,491             4,799
                                                                                    ======             =====

                                                      
         Basic Earnings per Unit                                        $             1.04               .35
                                                                                     =====               ===

         Diluted Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding for Basic EPU                           23,602            13,691
         Incremental units to be issued under common                                    
            stock options using the Treasury method                                     27                89
         Contingent units  for the acquisition
            of real estate                                                             428               759
                                                                                    ------            ------       

         Total diluted units                                                        24,057            14,539
                                                                                    ======            ======

                                                    
         Diluted Earnings per Unit                                      $             1.02               .33
                                                                                      ====               ===
</TABLE>

         The  Class B  common  stock  dividends  are  deducted  from  income  in
       computing  earnings  per unit since the  proceeds of this  offerings  was
       transferred to and reinvested by the Partnership. Accordingly, payment of
       such dividends is dependent upon the operations of the Partnership.

<PAGE>


                                     PART II

Item 1.  Legal Proceedings

         None

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations (dollar amounts in thousands).

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated  Financial  Statements and Notes thereto of Regency  Centers,  L.P.
("RCLP" or the  "Partnership")  appearing  elsewhere in this Form 10-Q, and with
the Partnership's  Form 10 filed August 7, 1998.  Certain statements made in the
following  discussion may  constitute  "forward-looking  statements"  within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
involve  unknown  risks and  uncertainties  of business and economic  conditions
pertaining to the operation,  acquisition,  or  development of shopping  centers
including  the  retail  business  sector,  and may cause  actual  results of the
Partnership in the future to  significantly  differ from any future results that
may be implied by such forward-looking statements.

Organization

RCLP is the primary entity through which Regency Realty Corporation ("Regency"),
a  self-administered  and  self-managed  real estate  investment  trust ("REIT")
conducts  substantially  all of its business and owns  substantially  all of its
assets.  In 1993,  Regency  was formed for the  purpose  of  managing,  leasing,
brokering,  acquiring,  and developing  shopping  centers.  The Partnership also
provides management, leasing, brokerage and development services for real estate
not owned by Regency (i.e., owned by third parties).

Of the 124  properties  included in Regency's  portfolio  at June 30, 1998,  103
properties were owned either fee simple or through partnership  interests by the
Partnership.  At June 30, 1998,  Regency had an  investment  in real estate,  at
cost,  of  approximately  $1.1 billion of which $891 million or 81% 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  summarized by state  including  their gross  leasable
areas (GLA) follows:
<TABLE>
<CAPTION>

       Location                       June 30, 1998                                December 31, 1997
        --------                       -------------                                -----------------
                           # Properties         GLA          % Leased    # Properties         GLA          % Leased
                           -----------    -----------     ----------    ------------   -----------       ------------
     <S>                  <C>                <C>            <C>         <C>             <C>               <C>

     Florida                         36      4,529,458           93.0%             35     4,168,458              93.5%
     Georgia                         25      2,538,711           91.3%             23     2,368,890              92.4%
     North Carolina                  12      1,241,784           97.2%              6       554,332              99.0%
     Ohio                            10      1,045,630           97.3%              -             -                  -
     Texas                            5        450,267           89.6%              -             -                  -
     Colorado                         5        451,949           81.1%              -             -                  -
     Tennessee                        4        295,257           93.7%              3       208,386              98.5%
     Kentucky                         1        205,060           96.1%              -             -                  -
     South Carolina                   1         79,723           95.0%              1        79,743              84.3%
     Virginia                         2        197,324           98.1%              -             -                  -
     Michigan                         1         85,478           99.0%              -             -                  -
     Missouri                         1         82,498           98.4%              -             -                  -
                          --------------     ---------      ----------  -------------   -----------       ------------
         Total                      103      1,203,189           93.1              68     7,379,778              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
tenants occupying the Partnership's shopping centers:

                                                                      Average
      Grocery Anchor     Number of    % of      % of Annual     Remaining Lease
                          Stores    Total GLA    Base Rent             Term
  
     Kroger *                36       15.5%        15.5%              20 yrs
     Publix                  26       8.3%         6.3%               13 yrs
     Winn Dixie              11       3.6%         2.7%               13 yrs
     Blockbuster             29       1.3%         2.1%                4 yrs

  *includes  properties under  development  scheduled for opening in 1998
  and 1999.  Excluding  development  properties,  Kroger would  represent
  12.3% of GLA and 11.8% of annual base rent.

Acquisition and Development of Shopping Centers

During  the first six  months of 1998,  the  Partnership  acquired a total of 23
shopping centers for approximately $225.2 million (the "1998 Acquisitions").  In
January, 1998, the Partnership entered into an agreement to acquire the shopping
centers  from  various  entities   comprising  the  Midland  Group   ("Midland")
consisting  of 21 shopping  centers plus a  development  pipeline of 11 shopping
centers.  Of the 32 centers to be  acquired  or  developed,  31 are  anchored by
Kroger,  or  its  affiliate.  Eight  of the  shopping  centers  included  in the
development  pipeline  will be  owned  through  a joint  venture  in  which  the
Partnership  will own less than a 50% interest upon  completion of  construction
(the "JV Properties"). As of June 30, 1998, the Partnership has acquired all but
one of the  shopping  centers and all of the JV  Properties.  The  Partnership's
investment in the properties acquired from Midland is $186.5 million at June 30,
1998.  During 1998,  1999 and 2000,  including  all payments  made to date,  the
Partnership will pay approximately  $213 million (including costs to be incurred
on  propertied  currently  under  construction)  for the 32  properties,  and in
addition may pay  contingent  consideration  of $23 million,  for the properties
through the issuance of units of RCLP, the payment of cash and the assumption of
debt.

The   Partnership   acquired  36  shopping   centers   during  1997  (the  "1997
Acquisitions") for approximately  $346.1 million.  The 1997 Acquisitions include
the  acquisition of 26 shopping  centers from Branch  Properties  ("Branch") for
$232.4  million in March,  1997. The real estate  acquired from Branch  included
100% fee simple interests in 20 shopping centers, and also partnership interests
(ranging from 50% to 93%) in four partnerships with outside investors that owned
six shopping centers. The Partnership was also assigned the third party property
management  contracts of Branch on approximately 3 million SF of shopping center
GLA that generate  management fees and leasing commission  revenues.  Additional
Units and shares of common stock may be issued after the first, second and third
anniversaries of the closing with Branch (each an "Earn-Out Closing"),  based on
the  performance  of the  properties  acquired.  The  formula  for the  earn-out
provides for calculating any increases in value on a property-by-property basis,
based on any increases in net income for the properties acquired, as of February
15 of the year of  calculation.  The earn-out is limited to 721,997 Units at the
first Earn-Out Closing and 1,020,061 Units for all Earn-Out Closings  (including
the first Earn-Out Closing).  During March, 1998, the Partnership issued 721,997
Units and shares valued at $18.2 million to the partners of Branch.
<PAGE>

Liquidity and Capital Resources

Net cash  provided by operating  activities  was $26.7 million and $21.5 million
for the six  months  ended  June 30,  1998 and  1997,  respectively,  and is the
primary source of funds to pay  distributions on outstanding  partnership  Units
(which Regency uses to pay dividends on its common stock),  maintain and operate
the shopping  centers,  and pay interest and scheduled  principal  reductions on
outstanding  debt.  Changes in net cash  provided  by  operating  activities  is
further  discussed  below  under  results  from  operations.  Net  cash  used in
investing  activities  was $113.5  million and $122.7  million,  during 1998 and
1997,  respectively,  as discussed  above in  Acquisitions  and  Development  of
Shopping  Centers.  Net cash provided by financing  activities was $80.1 million
and 107.5 million during 1998 and 1997, respectively.

The Partnership paid  distributions  of $25.4 million and $13.7 million,  during
1998 and 1997,  respectively.  In 1998, the Partnership  increased its quarterly
distribution  per Unit to $.44 per  share vs.  $.42 per share in 1997,  had more
outstanding Units in 1998 vs. 1997; and accordingly,  expects distributions paid
during 1998 to increase substantially over 1997.

The Partnership's total indebtedness at June 30, 1998 and 1997 was approximately
$314.2  million and $271.1  million,  respectively,  of which $211.8 million and
$120.4 million had fixed interest rates averaging 7.4% and 8.2 %,  respectively.
The weighted  average  interest rate on total debt at June 30, 1998 and 1997 was
7.4%  and  7.8%  respectively.  During  1998,  the  Partnership,  as part of its
acquisition  activities,  assumed debt with a fair value of $104.8 million.  The
cash  portion  of the  purchase  price  for the 1998 and 1997  Acquisitions  was
financed from the  Partnership's  line of credit (the "Line").  At June 30, 1998
and  1997,  the  balance  of the Line was  $89.7  million  and  $111.3  million,
respectively.  The Line has a variable rate of interest  currently  equal to the
London Inter-bank Offered Rate ("LIBOR") plus 87.5 basis points.

In March,  1998, the  Partnership  entered into an agreement with the banks that
provide the Line to increase the  unsecured  commitment  amount to $300 million,
provide for a $150 million  competitive  bid  facility,  and reduce the interest
rate on the line based upon  achieving an investment  grade  rating.  During the
first quarter of 1998,  RCLP received  investment  grade ratings from Moody's of
Baa2, Duff and Phelps of BBB, and S&P of BBB-.

On June 29,  1998,  the  Partnership  issued  $80  million  of  8.125%  Series A
Cumulative Redeemable Preferred Units to an institutional  investor in a private
placement.  The issuance  involved the sale of 1.6 million  Preferred  Units for
$50.00 per unit.  The  Preferred  Units,  which may be called 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%.  The Preferred
Units are not convertible into common stock of Regency.  The net proceeds of the
offering were used to reduce the balance of the Line.

On July 17, 1998 the Partnership  completed a $100 million  private  offering of
senior term notes at an effective  interest rate of 7.17%. The Notes were priced
at 162.5 basis points over the current  yield for seven year US Treasury  Bonds.
The net proceeds of the offering were used to reduce the balance of the Line.

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

The Partnership's real estate portfolio has grown substantially during 1998 as a
result of the acquisitions  discussed above. The Partnership intends to continue
to acquire and develop  shopping  centers  during 1998,  and expects to meet the
related  capital  requirements  from borrowings on the Line, and from additional
public  equity and debt  offerings.  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>


Results from Operations

Comparison of the Six Months Ended June 30, 1998 to 1997

Revenues  increased  $19.3 million or 59% to $51.7 million in 1998. The increase
was due primarily to the 1998  Acquisitions and 1997  Acquisitions.  At June 30,
1998, the real estate  portfolio  contained  approximately  11.2 million SF, was
93.1% leased and had average rents of $9.45 per SF. Minimum rent increased $14.1
million or 61%,  and  recoveries  from  tenants  increased  $3.2 million or 63%.
Revenues from property management,  leasing, brokerage, and development services
provided on properties  not owned by the  Partnership  were $5.4 million in 1998
compared to $3.7 million in 1997, the increase due primarily to fees earned from
third party property  management and leasing  contracts  acquired as part of the
acquisition of Branch. During 1998, the Company sold four office buildings and a
parcel of land for $30.6  million,  and  recognized  a gain on the sale of $10.7
million.  As a result of these  transactions the Company's real estate portfolio
is comprised  entirely of neighborhood  shopping centers.  The proceeds from the
sale were applied toward the purchase of the 1998 acquisitions.

Operating  expenses  increased  $9.2  million  or 53% to $26.8  million in 1998.
Combined operating and maintenance, and real estate taxes increased $3.6 million
or 50% during 1998 to $10.8 million.  The increases are due to the 1998 and 1997
Acquisitions.  General and administrative  expenses increased 39% during 1998 to
$7.3  million due to the hiring of new  employees  and related  office  expenses
necessary to manage the shopping  centers acquired during 1998 and 1997, as well
as, the shopping  centers that the Partnership  began managing for third parties
during 1997. Depreciation and amortization increased $3.6 million during 1998 or
70% primarily due to the 1998 and 1997 Acquisitions.

Interest expense  increased to $9.2 million in 1998 from $7.6 million in 1997 or
21% due to increased average  outstanding loan balances related to the financing
of the 1998 and 1997 Acquisitions on the Line and the assumption of debt.

Net income for common stockholders was $27.2 million in 1998 vs. $7.4 million in
1997, a $19.8  million or 269%  increase for the reasons  previously  described.
Diluted  earnings  per  unit in 1998  was  $1.02  vs.  $0.32  in 1997 due to the
increase in net income  combined  with the dilutive  impact from the increase in
weighted  average common units and  equivalents of 9.5 million  primarily due to
the  acquisition  of Branch and Midland,  the  issuance of units to  SC-USREALTY
during 1997, and the public offering completed in July, 1997.

Comparison of the Three Months Ended June 30, 1998 to 1997

Revenues  increased  $8.5 million or 43% to $27.9 million in 1998.  The increase
was due primarily to the 1998 Acquisitions and 1997  Acquisitions.  Minimum rent
increased  $6.0  million or 42%, and  recoveries  from  tenants  increased  $1.7
million or 58%.  Revenues  from property  management,  leasing,  brokerage,  and
development  services  provided on properties not owned by the Partnership  were
$2.9  million  in 1998  compared  to $2.0  million  in 1997,  the  increase  due
primarily  to fees  earned  from third  party  property  management  and leasing
contracts acquired as part of the acquisition of Branch.

Operating  expenses  increased  $3.8  million  or 37% to $14.1  million in 1998.
Combined operating and maintenance, and real estate taxes increased $1.5 million
or 37% during 1998 to $5.6  million.  The increases are due to the 1998 and 1997
Acquisitions.  General and administrative  expenses increased 28% during 1998 to
$3.8  million due to the hiring of new  employees  and related  office  expenses
necessary to manage the shopping  centers acquired during 1998 and 1997, as well
as, the shopping  centers that the Partnership  began managing for third parties
during 1997. Depreciation and amortization increased $1.4 million during 1998 or
44% primarily due to the 1998 and 1997 Acquisitions.

Interest expense  increased to $5.8 million in 1998 from $5.2 million in 1997 or
13% due to increased average  outstanding loan balances related to the financing
of the 1998 and 1997 Acquisitions on the Line and the assumption of debt.

<PAGE>


New Accounting Standards and Accounting Changes

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards  No. 130,  "Reporting  Comprehensive  Income" ("FAS 130"),
which is effective for fiscal years  beginning  after December 15, 1997. FAS 130
establishes  standards for  reporting  total  comprehensive  income in financial
statements,  and requires that Companies  explain the differences  between total
comprehensive  income and net income.  Management  has adopted this statement in
1998. No differences between total  comprehensive  income and net income existed
in the interim financial statements reported at June 30, 1998 and 1997.


The  FASB  issued   Statement  of  Financial   Accounting   Standards  No.  131,
"Disclosures  about  Segments of an Enterprise  and Related  Information"  ("FAS
131"),  which is effective for fiscal years  beginning  after December 15, 1997.
FAS 131  establishes  standards  for the way that  public  business  enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports.  Management does not believe that FAS 131
will effect its current disclosures.

Effective  March 19, 1998, the Emerging  Issues Task Force (EITF) ruled in Issue
97-11,   "Accounting  for  Internal  Costs  Relating  to  Real  Estate  Property
Acquisitions",   that  only  internal   costs  of   identifying   and  acquiring
non-operating  properties  that are  directly  identifiable  with  the  acquired
properties  should be capitalized,  and that all internal costs  associated with
identifying and acquiring  operating  properties should be expensed as incurred.
The  Partnership  had previously  capitalized  direct costs  associated with the
acquisition  of  operating  properties  as  a  cost  of  the  real  estate.  The
Partnership has adopted EITF 97-11  effective  March 19, 1998.  During 1997, the
Partnership capitalized  approximately $1.5 million of internal costs related to
acquiring  operating  properties.  Through the effective date of EITF 97-11, the
Partnership  has capitalized  $474,000 of internal  acquisition  costs.  For the
remainder of 1998, the Partnership  expects to incur $1.1 million internal costs
related to acquiring operating properties which will be expensed.

On May 22,  1998,  the EITF reached a consensus  on Issue 98-9  "Accounting  for
Contingent Rent in Interim Financial Periods".  The EITF has stated that lessors
should defer  recognition  of contingent  rental income that is based on meeting
specified  targets  until  those  specified  targets  are met  and  not  ratably
throughout the year. The Partnership has previously recognized contingent rental
income (i.e.  percentage  rent)  ratably  over the year based on the  historical
trends of its tenants.  The Partnership has adopted Issue 98-9 prospectively and
has ceased the  recognition  of contingent  rents until such time as its tenants
have achieved its specified  target.  The Partnership  believes this will effect
the interim period in which  percentage rent is recognized,  however it will not
have a material impact on the annual recognition of percentage rent.

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.   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 Partnership.

Inflation

Inflation has remained relatively low during 1998 and 1997 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

The Partnership has conducted a comprehensive  review of its computer systems to
identify the systems that could be affected by the "Year 2000" problem and is in
process of resolving  the issue.  During 1997,  the  Partnership  converted  its
operating system, and its general accounting and lease  administration  software
systems to versions  containing  modifications  that corrected for the Year 2000
problem.  The Partnership will continue to assess its other internal systems and
reprogram  or  upgrade as  necessary,  however,  the cost to  convert  remaining
systems is not expected to have a material effect on the Partnership's financial
position.  The Partnership is also reviewing the Year 2000 system conversions of
other  companies  of  which  it  does  business  in  order  to  determine  their
compliance.
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

         A.        Exhibits


4.    Instruments defining the rights of security holders, including indentures

     Indenture  dated as of July 20,  1998  among  RCLP,  the  Guarantors  named
therein and First Union National Bank, as trustee,  incorporated by reference to
Exhibit  10.3 to the  Regency  Centers,  L.P.  Form 10  Registration  Statement.

Material Contracts

         Item 10. Material contracts

         Purchase   and  Sale   Agreement,   dated   March  10,   1998   between
         Faison-Fleming   Island   Limited   Partnership,   a  Florida   limited
         partnership,  as  Seller,  and RRC  Acquisitions,  Two,  Inc. a Florida
         corporation, its designees,  successors and assigns ("Buyer"), relating
         to the acquisition of Fleming Island Shopping Center.

         10.1
         Exchange and  Registration  Rights  Agreement dated as of July 15, 1998
         among RCLP,  the  Guarantors  named  therein and the  Purchasers  named
         therein, incorporated by reference to Exhibit 10.4 to the Partnership's
         Form 10 Registration Statement.


Reports on Form 8-K:

                  A report  on Form 8-K was  filed  on July 20,  1998  reporting
                  under Item 5.  Acquisition of five shopping centers to include
                  audited  financial  statements  and  December 31, 1997 audited
                  financial  statements  for the  Midland  Group  and pro  forma
                  condensed  consolidated financial statements of operations for
                  the  three  months  ended  March 31,  1998 and the year  ended
                  December 31, 1997.

              27. Financial Data Schedule

                  June 30, 1998






<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:  August 14, 1998                         REGENCY CENTERS, L.P.



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