United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

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

                                      -or-

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

               For the transition period from ________ to ________

                         Commission File Number 0-24763

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

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

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

                                 (904) 598-7000
                                 --------------
              (Registrant's telephone number, including area code)

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

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

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





<PAGE>

                              REGENCY CENTERS, L.P.
                           Consolidated Balance Sheets
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                         June 30,                December 31,
                                                                                           2003                      2002
                                                                                           ----                      ----
<S>                                                                                <C>                            <C>
Assets
Real estate investments at cost:
     Land                                                                          $      732,184,833               715,255,513
     Buildings and improvements                                                         2,011,795,946             1,973,501,081
                                                                                     -----------------         -----------------
                                                                                        2,743,980,779             2,688,756,594
     Less:  accumulated depreciation                                                      273,193,132               244,595,928
                                                                                     -----------------         -----------------
                                                                                        2,470,787,647             2,444,160,666
     Properties in development                                                            288,396,034               276,085,435
     Operating properties held for sale                                                    10,685,396                 5,658,905
     Investments in real estate partnerships                                              131,599,044               125,482,151
                                                                                     -----------------         -----------------
          Net real estate investments                                                   2,901,468,121             2,851,387,157

Cash and cash equivalents                                                                  45,926,882                56,447,329
Notes receivable                                                                           11,400,667                56,630,876
Tenant receivables, net of allowance for uncollectible accounts
     of $3,968,360 and $4,258,891 at June 30, 2003
     and December 31, 2002, respectively                                                   32,449,975                47,983,160
Deferred costs, less accumulated amortization of $29,814,279 and
     $25,588,464 at June 30, 2003 and December 31, 2002, respectively                      36,439,470                37,367,196
Other assets                                                                               17,004,287                19,112,148
                                                                                     -----------------         -----------------

                                                                                   $    3,044,689,402             3,068,927,866
                                                                                     =================         =================

Liabilities and Partners' Capital
Liabilities:
     Notes payable                                                                 $    1,257,822,840             1,253,524,045
     Unsecured line of credit                                                             228,000,000                80,000,000
     Accounts payable and other liabilities                                                74,589,988                83,977,263
     Tenants' security and escrow deposits                                                  9,393,165                 8,847,603
                                                                                     -----------------         -----------------
           Total liabilities                                                            1,569,805,993             1,426,348,911
                                                                                     -----------------         -----------------

Limited partners' interest in consolidated partnerships                                    16,697,663                14,825,256
                                                                                     -----------------         -----------------

Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units issued and
     outstanding at June 30, 2003 and December 31, 2002                                    78,800,000                78,800,000
Series B  preferred units, par value $100: 850,000 units issued and
     outstanding at June 30, 2003 and December 31, 2002                                    82,799,720                82,799,720
Series C  preferred units, par value $100: 750,000 units issued, 400,000 and
     750,000 units outstanding at June 30, 2003 and December 31, 2002,                     38,964,575                73,058,577
Series D  preferred units, par value $100: 500,000 units issued and
     outstanding at June 30, 2003 and December 31, 2002                                    49,157,977                49,157,977
Series E  preferred units, par value $100: 700,000 units issued, 300,000 and
     700,000 units outstanding at June 30, 2003 and December 31, 2002,                     29,237,820                68,221,579
Series F  preferred units, par value $100: 240,000 units issued and
     outstanding at June 30, 2003 and December 31, 2002                                    23,365,799                23,365,799
Series 3 cumulative redeemable preferred units, par value $0.01:
     300,000 units issued and outstanding at June 30, 2003;
     liquidation preference $250                                                           75,000,000                         -
General partner; 58,918,293 and 60,007,436 units outstanding
     at June 30, 2003 and December 31, 2002, respectively                               1,053,874,474             1,221,720,073
Limited partners; 1,431,837 and 1,504,458 units outstanding
     at June 30, 2003 and December 31, 2002, respectively                                  26,985,381                30,629,974
                                                                                     -----------------         -----------------
          Total partners' capital                                                       1,458,185,746             1,627,753,699
                                                                                     -----------------         -----------------

Commitments and contingencies
                                                                                   $    3,044,689,402             3,068,927,866
                                                                                     =================         =================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                          2003                     2002
                                                                                          ----                     ----
<S>                                                                               <C>                               <C>
Revenues:
     Minimum rent                                                                 $        70,253,844               65,965,120
     Percentage rent                                                                          460,837                  338,004
     Recoveries from tenants                                                               19,458,337               18,609,279
     Service operations revenue                                                             9,311,296                2,420,368
     Equity in income of investments in
        real estate partnerships                                                            1,984,089                1,819,700
                                                                                    ------------------       ------------------
           Total revenues                                                                 101,468,403               89,152,471
                                                                                    ------------------       ------------------

Operating expenses:
     Depreciation and amortization                                                         18,670,025               16,618,214
     Operating and maintenance                                                             13,435,961               12,274,526
     General and administrative                                                             6,165,875                5,221,559
     Real estate taxes                                                                      9,849,357                9,406,449
     Other expenses                                                                           677,699                  350,249
                                                                                    ------------------       ------------------
           Total operating expenses                                                        48,798,917               43,870,997
                                                                                    ------------------       ------------------

Other expense (income):
     Interest expense, net of interest income of $385,200
        and $602,530 in 2003 and 2002, respectively                                        20,902,459               21,166,320
     Provision for loss on operating properties                                             1,968,520                2,364,480
     Other income                                                                                   -               (2,383,524)
                                                                                    ------------------       ------------------
           Total other expense                                                             22,870,979               21,147,276
                                                                                    ------------------       ------------------

           Income before minority interests                                                29,798,507               24,134,198

Minority interest of limited partners                                                        (140,415)                (125,873)
                                                                                    ------------------       ------------------

           Income from continuing operations                                               29,658,092               24,008,325

Discontinued operations:
     Operating (loss) income from discontinued operations                                     (72,880)               5,063,435
     Gain on sale of operating properties and properties in development                     4,768,170                2,869,449
                                                                                    ------------------       ------------------
           Income from discontinued operations                                              4,695,290                7,932,884
                                                                                    ------------------       ------------------

           Net income                                                                      34,353,382               31,941,209

Preferred unit distributions                                                               (8,066,131)              (8,368,752)
                                                                                    ------------------       ------------------

           Net income for common unit holders                                     $        26,287,251               23,572,457
                                                                                    ==================       ==================

Income per common unit - Basic:
     Income from continuing operations                                            $              0.35                     0.25
     Discontinued operations                                                      $              0.08                     0.13
                                                                                    ------------------       ------------------
     Net income for common unit holders per unit                                  $              0.43                     0.38
                                                                                    ==================       ==================

Income per common unit - Diluted:
     Income from continuing operations                                            $              0.34                     0.25
     Discontinued operations                                                      $              0.08                     0.13
                                                                                    ------------------       ------------------
     Net income for common unit holders per unit                                  $              0.42                     0.38
                                                                                    ==================       ==================
</TABLE>

See accompanying notes to consolidated financial statements



                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                          2003                     2002
                                                                                          ----                     ----
<S>                                                                               <C>                              <C>
Revenues:
     Minimum rent                                                                 $       139,434,434              130,086,563
     Percentage rent                                                                          767,638                  931,035
     Recoveries from tenants                                                               40,173,705               37,311,177
     Service operations revenue                                                            13,248,411                4,134,738
     Equity in income of investments in
        real estate partnerships                                                            4,320,068                2,885,210
                                                                                    ------------------       ------------------
           Total revenues                                                                 197,944,256              175,348,723
                                                                                    ------------------       ------------------

Operating expenses:
     Depreciation and amortization                                                         37,202,820               32,543,397
     Operating and maintenance                                                             26,596,379               23,347,831
     General and administrative                                                            10,300,774                9,211,154
     Real estate taxes                                                                     20,005,375               19,016,729
     Other expenses                                                                         1,104,438                  709,592
                                                                                    ------------------       ------------------
           Total operating expenses                                                        95,209,786               84,828,703
                                                                                    ------------------       ------------------

Other expense (income):
     Interest expense, net of interest income of $1,277,866
        and $1,444,168 in 2003 and 2002, respectively                                      41,570,463               41,029,660
     Gain on sale of operating properties                                                           -               (1,494,225)
     Provision for loss on operating properties                                             1,968,520                2,364,480
     Other income                                                                                   -               (2,383,524)
                                                                                    ------------------       ------------------
           Total other expense                                                             43,538,983               39,516,391
                                                                                    ------------------       ------------------

           Income before minority interests                                                59,195,487               51,003,629

Minority interest of limited partners                                                        (204,123)                (234,985)
                                                                                    ------------------       ------------------

           Income from continuing operations                                               58,991,364               50,768,644

Discontinued operations:
     Operating income from discontinued operations                                            379,497               10,626,857
     Gain on sale of operating properties and properties in development                     4,126,054                4,841,901
                                                                                    ------------------       ------------------
           Income from discontinued operations                                              4,505,551               15,468,758
                                                                                    ------------------       ------------------

           Net income                                                                      63,496,915               66,237,402

Preferred unit distributions                                                              (18,848,510)             (16,737,504)
                                                                                    ------------------       ------------------

           Net income for common unit holders                                     $        44,648,405               49,499,898
                                                                                    ==================       ==================

Income per common unit - Basic:
     Income from continuing operations                                            $              0.65                     0.55
     Discontinued operations                                                      $              0.07                     0.26
                                                                                    ------------------       ------------------
     Net income for common unit holders per unit                                  $              0.72                     0.81
                                                                                    ==================       ==================

Income per common unit - Diluted:
     Income from continuing operations                                            $              0.65                     0.54
     Discontinued operations                                                      $              0.07                     0.26
                                                                                    ------------------       ------------------
     Net income for common unit holders per unit                                  $              0.72                     0.80
                                                                                    ==================       ==================
</TABLE>

See accompanying notes to consolidated financial statements



                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                         Total
                                                 Series A-F          Series 3          General          Limited         Partners'
                                                Preferred Units    Preferred Units     Partner          Partner          Capital
Balance at
<S>                                         <C>                      <C>            <C>                <C>           <C>
   December 31, 2002                        $     375,403,652                 -     1,221,720,073      30,629,974    1,627,753,699

Net income                                         17,488,630         1,359,880        43,556,467       1,091,938       63,496,915
Partial redemption of preferred units,
  at par plus premium                             (75,000,000)                -                 -               -      (75,000,000)
Cash distributions for dividends                            -                 -       (62,835,305)     (1,462,466)     (64,297,771)
Preferred unit distributions                      (15,566,391)       (1,359,880)                -               -      (16,926,271)
Purchase of Regency stock and
   corresponding units                                      -                 -      (153,107,076)              -     (153,107,076)
Units converted for cash                                    -                 -                 -        (973,504)        (973,504)
Series 3 Preferred units issued                             -        75,000,000                 -               -       75,000,000
Common Units issued as a result of
  common stock issued by Regency,
  net of repurchases                                        -                 -         2,239,754               -        2,239,754
Common Units exchanged for common
  stock of Regency                                          -                 -         1,163,543      (1,163,543)               -
Reallocation of limited partners' interest                  -                 -         1,137,018      (1,137,018)               -
                                             -----------------   ---------------   ---------------   -------------  ---------------
Balance at
   June 30, 2003                            $     302,325,891        75,000,000     1,053,874,474      26,985,381    1,458,185,746
                                             =================   ===============   ===============   =============  ===============
</TABLE>


See accompanying notes to consolidated financial statements



                                       5
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
                 For the Six Months ended June 30, 2003 and 2002
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                           2003                    2002
                                                                                           ----                    ----
<S>                                                                                <C>                           <C>
Cash flows from operating activities:
    Net income                                                                     $       63,496,915              66,237,402
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                    37,762,851              35,345,863
          Deferred loan cost and debt premium amortization                                  1,063,333                 579,760
          Services provided by Regency in exchange for common Units                         5,770,037               3,814,580
          Minority interest of limited partners                                               204,123                 234,985
          Equity in income of investments in real estate partnerships                      (4,320,068)             (2,885,210)
          Gain on sale of operating properties                                             (4,126,054)             (6,336,126)
          Provision for loss on operating properties                                        1,968,520               2,364,480
          Other income - gain on early extinguishment of debt                                       -              (2,383,524)
          Distributions from operations of investments in real estate partnerships          4,928,871               2,445,123
          Changes in assets and liabilities:
              Tenant receivables                                                           14,715,870               4,846,288
              Deferred leasing costs                                                       (5,404,589)             (5,743,087)
              Other assets                                                                  3,389,085                (909,558)
              Accounts payable and other liabilities                                      (23,070,267)             (8,617,706)
              Tenants' security and escrow deposits                                           771,372                 492,752
                                                                                     -----------------       -----------------
                 Net cash provided by operating activities                                 97,149,999              89,486,022
                                                                                     -----------------       -----------------

Cash flows from investing activities:
     Acquisition and development of real estate                                          (156,511,018)           (122,942,817)
     Proceeds from sale of real estate                                                     97,849,071             152,570,119
     Investments in real estate partnerships                                               (6,476,771)            (19,452,091)
     Capital improvements                                                                  (6,501,585)             (8,065,785)
     Proceeds from sale of investments in real estate partnerships                                  -               2,388,319
     Repayment (funding) of notes receivable, net                                          45,230,209              15,147,713
     Distributions received from investments in real estate partnerships                   10,303,375               5,901,647
                                                                                     -----------------       -----------------
                 Net cash (used in) provided by investing activities                      (16,106,719)             25,547,105
                                                                                     -----------------       -----------------

Cash flows from financing activities:
     Net proceeds from the issuance of Regency stock
        and common Units                                                                      968,460               3,500,499
     Repurchase of Regency stock and corresponding common Units                          (150,501,883)             (2,725,000)
     Partial redemption of preferred units, at par plus premium                           (75,000,000)                      -
     Conversion of commonrUnitsubytlimited partner                                           (973,504)                (83,232)
     Net distributions to limited partners in consolidated partnerships                       (89,000)                      -
     Distributions to preferred unit holders                                              (16,926,271)            (16,737,504)
     Cash distributions for dividends                                                     (64,297,771)            (62,216,945)
     Net proceeds from issuance of Series 3 Preferred units                                72,394,807                       -
     Net proceeds from fixed rate unsecured notes                                                   -             249,625,000
     Proceeds (repayment) of unsecured line of credit, net                                148,000,000            (194,000,000)
     Repayment of notes payable                                                            (2,257,943)            (46,339,199)
     Scheduled principal payments                                                          (2,880,622)             (2,615,870)
     Deferred loan costs                                                                            -              (2,070,986)
                                                                                     -----------------       -----------------
                 Net cash used in financing activities                                    (91,563,727)            (73,663,237)
                                                                                     -----------------       -----------------

                 Net (decrease) increase in cash and cash equivalents                     (10,520,447)             41,369,890

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

Cash and cash equivalents at end of period                                         $       45,926,882              69,223,154
                                                                                     =================       =================
</TABLE>



                                       6
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
                 For the Six Months ended June 30, 2003 and 2002
                                   (unaudited)
                                    continued


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

<S>                                                                               <C>                              <C>
Supplemental disclosure of cash flow information - cash paid for interest (net
   of capitalized interest of $6,192,236 and $7,870,311
   in 2003 and 2002, respectively)                                                $        41,799,073              34,747,465
                                                                                     =================       =================

Supplemental disclosure of non-cash transactions:

Mortgage loans assumed for the acquisition of real estate                         $        15,341,889               6,400,000
                                                                                     =================       =================

Real estate contributed as investment in real estate partnerships                 $        12,646,495               3,887,445
                                                                                     =================       =================

Real estate contributed from limited partners' in consolidated partnerships       $         1,757,284                       -
                                                                                     =================       =================

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

Notes receivable taken in connection with sales of operating properties
   and properties in development                                                  $                 -               4,852,700
                                                                                     =================       =================
</TABLE>


See accompanying notes to consolidated financial statements.





                                       7
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

1.       Summary of Significant Accounting Policies

         (a)   Organization and Principles of Consolidation

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

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

               The Partnership's ownership interests are represented by Units,
               of which there are i) six series of preferred Units, ii) common
               Units owned by the limited partners and iii) common Units owned
               directly of indirectly by Regency which serves as the general
               partner. Each outstanding common Unit owned by a limited partner
               is exchangeable, on a one share per one Unit basis, for the
               common stock of Regency or for cash at Regency's election.

               The accompanying consolidated financial statements include the
               accounts of the Partnership, its wholly owned subsidiaries, and
               also partnerships in which it has voting control. All significant
               intercompany balances and transactions have been eliminated in
               the consolidated financial statements.

               The financial statements reflect all adjustments that are of a
               normal recurring nature, and in the opinion of management, are
               necessary to properly state the results of operations and
               financial position. Certain information and footnote disclosures
               normally included in financial statements prepared in accordance
               with accounting principles generally accepted in the United
               States of America have been condensed or omitted although
               management believes that the disclosures are adequate to make the
               information presented not misleading. The financial statements
               should be read in conjunction with the financial statements and
               notes thereto included in the Partnership's December 31, 2002
               Form 10-K filed with the Securities and Exchange Commission.

         (b)   Revenues

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

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

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



                                       8
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

         (b)   Revenues (continued)

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

         (c)   Real Estate Investments

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

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

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

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

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


                                       9
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

         (d)   Deferred Costs

               Deferred costs include deferred leasing costs, leasing
               intangibles acquired in business combinations and deferred loan
               costs, net of amortization. Such costs are amortized over the
               periods through lease expiration or loan maturity. Deferred
               leasing costs consist of internal and external commissions
               associated with leasing the Partnership's shopping centers.
               Leasing intangibles represent costs associated with the
               allocation of purchase price value to in-place leases of acquired
               properties. Net deferred leasing costs and leasing intangibles
               were $27.3 million and $26.5 million at June 30, 2003 and
               December 31, 2002, respectively. Deferred loan costs consist of
               initial direct and incremental costs associated with financing
               activities. Net deferred loan costs were $9.1 million and $10.9
               million at June 30, 2003 and December 31, 2002, respectively.

         (e)   Earnings per Unit

               Basic net income per unit is computed based upon the weighted
               average number of common units outstanding during the year.
               Diluted net income per unit also includes common share
               equivalents for stock options, exchangeable operating partnership
               units, and preferred stock when dilutive. See note 6 for the
               calculation of earnings per unit.

         (f)   Stock-Based Compensation

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

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

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



                                       10
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

         (f)   Stock-Based Compensation (continued)

<TABLE>
<CAPTION>
                                                                             For the three months ended
                                                                                      June 30,
                                                                                  2003            2002
                                                                                  ----            ----
                  <S>                                                    <C>                       <C>
                  Net income  for common unit holders
                    as reported:                                         $         26,287          23,572
                  Add:  stock-based employee compensation
                    expense included in reported net income                         2,901           2,049
                  Deduct:  total stock-based employee
                    compensation expense determined under
                    fair value based methods for all awards                         3,520           3,071
                                                                            -------------- ---------------
                  Pro forma net income                                   $         25,668          22,550
                                                                            ============== ===============

                   Earnings per unit:
                      Basic - as reported                                $           0.43            0.38
                                                                            ============== ===============
                      Basic - pro forma                                  $           0.42            0.36
                                                                            ============== ===============

                      Diluted - as reported                              $           0.42            0.38
                                                                            ============== ===============
                      Diluted - pro forma                                $           0.41            0.36
                                                                            ============== ===============

                                                                              For the six months ended
                                                                                      June 30,
                                                                                  2003            2002
                                                                                  ----            ----
                  Net income  for common unit holders
                    as reported:                                         $         44,648          49,500
                  Add:  stock-based employee compensation
                    expense included in reported net income                         5,770           4,061
                  Deduct:  total stock-based employee
                    compensation expense determined under
                    fair value based methods for all awards                         7,615           6,105
                                                                            -------------- ---------------
                  Pro forma net income                                   $         42,803          47,456
                                                                            ============== ===============

                    Earnings per unit:
                      Basic - as reported                                $           0.72            0.81
                                                                            ============== ===============
                      Basic - pro forma                                  $           0.69            0.77
                                                                            ============== ===============

                      Diluted - as reported                              $           0.72            0.80
                                                                            ============== ===============
                      Diluted - pro forma                                $           0.69            0.77
                                                                            ============== ===============
</TABLE>

         (g)   Consolidation of Variable Interest Entities

               In January 2003, the FASB issued Interpretation No. 46
               "Consolidation of Variable Interest Entities" ("Interpretation
               46"), which is intended to clarify the application of Accounting
               Research Bulletin No. 51, "Consolidated Financial Statements", to
               certain entities in which equity investors do not have the
               characteristics of a controlling financial interest or do not
               have sufficient equity at risk for the entity to finance its
               activities without additional subordinated financial support from
               other parties, or variable interest entities, as defined in



                                       11
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003


         (g)   Consolidation of Variable Interest Entities (continued)

               the interpretation. Interpretation 46 requires that certain
               variable interest entities be consolidated into the majority
               variable interest holder's financial statements and is applicable
               immediately to all variable interest entities created after
               January 31, 2003, and as of the first interim period beginning
               after June 15, 2003 to those variable interest entities created
               before February 1, 2003. The Partnership did not create any
               variable interest entities after January 31, 2003. The
               Partnership has completed its evaluation of the applicability of
               this interpretation to its structures created before February 1,
               2003 and its adoption will not have a material effect on the
               financial statements.

         (h)   Segment reporting

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

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

         (i)   Reclassifications

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

2.       Discontinued Operations

         During 2003, the Partnership sold 100% of its interest in five
         operating properties for proceeds of $39.1 million and the combined net
         income and gain on these sales of $4.5 million is included in
         discontinued operations. The revenues from properties included in
         discontinued operations, including properties sold in 2003 and 2002, as
         well as, operating properties held for sale, were $1.8 million and $18
         million for the six months ended June 30, 2003 and 2002, respectively.
         The operating income from these properties was $379,497 and $10.6
         million for the six months ended June 30, 2003 and 2002, respectively.


                                       12
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

2.       Discontinued Operations (continued)

         The revenues for the two properties categorized as held for sale were
         $736,091 and $976,077 as of June 30, 2003 and 2002, respectively. The
         operating (loss) income for the properties held for sale was ($13,292)
         and $487,559 as of June 30, 2003 and 2002, respectively. It is
         anticipated that these properties will be sold in the third quarter of
         2003.

3.       Investments in Real Estate and Real Estate Partnerships

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

         The Partnership accounts for all investments in which it owns 50% or
         less and does not have a controlling financial interest using the
         equity method. The Partnership's combined investment in these
         partnerships was $131.6 million and $125.5 million at June 30, 2003 and
         December 31, 2002, respectively. Net income, which includes all
         operating results, as well as gains and losses on sales of properties
         within the joint ventures, is allocated to the Partnership in
         accordance with the respective partnership agreements. Such allocations
         of net income are recorded in equity in income of investments in real
         estate partnerships in the accompanying consolidated statements of
         operations.

         The Partnership has a 25% equity interest in Macquarie
         CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate of
         Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
         property trust focused on investing in grocery-anchored shopping
         centers.  As of June 30, 2003, MCWR acquired five shopping centers from
         the Partnership for $55.3 million, for which the Partnership received
         net proceeds of $37.1 million. Since the Partnership has a continuing
         involvement in these properties, the development gains recognized by
         the Partnership on these sales represents gain recognition on only that
         portion of the sale to MCWR not owned by the Partnership and are not
         included in discontinued operations. The gains on these sales of $5.9
         million are recorded in service operations revenue in the Partnership's
         consolidated statements of operations.

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

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



                                       13
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

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

         The Partnership's investments in real estate partnerships as of June
         30, 2003 and December 31, 2002 consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                                Ownership               2003          2002
                                                                ---------               ----          ----
         <S>                                                       <C>            <C>                  <C>
         Columbia Regency Retail Partners, LLC                     20%            $       46,301        42,413
         RRG-RMC Tracy, LLC                                        50%                    23,640        23,269
         Macquarie CountryWide-Regency, LLC                        25%                    23,535        22,281
         OTR/Regency Texas Realty Holdings, L.P.                   30%                    16,024        15,992
         Tinwood, LLC                                              50%                    10,478        10,983
         Regency Woodlands/Kuykendahl, Ltd.                        50%                     8,682         7,973
         Jog Road, LLC                                             50%                     2,939         2,571
                                                                                    ------------- -------------
                                                                                  $      131,599       125,482
                                                                                    ============= =============
</TABLE>
         Summarized financial information for the unconsolidated investments on
         a combined basis, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             June 30,              December 31,
                                                                               2003                    2002
                                                                               ----                    ----
         <S>                                                       <C>                                   <C>
         Balance Sheet:
         Investment in real estate, net                            $             621,061                 553,118
         Other assets                                                             19,165                  15,721
                                                                      --------------------    -------------------
               Total assets                                        $             640,226                 568,839
                                                                      ====================    ===================

         Notes payable                                             $             204,534                 167,071
         Other liabilities                                                        13,062                  10,386
         Equity and partners' capital                                            422,630                 391,382
                                                                      --------------------    -------------------
               Total liabilities and equity                        $             640,226                 568,839
                                                                      ====================    ===================
</TABLE>
         Unconsolidated partnerships and joint ventures had notes payable of
         $204.5 million at June 30, 2003 and the Partnership's proportionate
         share of these loans was $49.5 million.

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

<TABLE>
<CAPTION>
                                                                              2003                  2002
                                                                              ----                  ----
         <S>                                                       <C>                              <C>
         Statement of Operations:
         Total revenues                                            $         17,110                 11,200
         Total expenses                                                      10,975                  5,538
                                                                       -------------------    ------------------
              Net income                                           $          6,135                  5,662
                                                                       ===================    ==================

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

                                                                              2003                  2002
                                                                              ----                  ----
         Statement of Operations:
         Total revenues                                            $         33,356                20,472
         Total expenses                                                      20,552                10,048
                                                                       -------------------    ------------------
              Net income                                           $         12,804                10,424
                                                                       ===================    ==================
</TABLE>


                                       14
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003


4.       Notes Payable and Unsecured Line of Credit

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

<TABLE>
<CAPTION>
                                                                          2003            2002
                                                                          ----            ----
            <S>                                                   <C>                     <C>
            Notes Payable:
                Fixed rate mortgage loans                         $         234,373         229,551
                Variable rate mortgage loans                                 24,389          24,998
                Fixed rate unsecured loans                                  999,061         998,975
                                                                     -------------------------------
                      Total notes payable                                 1,257,823       1,253,524
            Unsecured line of credit                                        228,000          80,000
                                                                     -------------------------------
                     Total                                        $       1,485,823       1,333,524
                                                                     ===============================
</TABLE>

         Interest rates paid on the unsecured line of credit (the "Line"), which
         are based on LIBOR plus .85%, were 1.9125% and 2.2880% at June 30, 2003
         and December 31, 2002, respectively. The spread that the Partnership
         pays on the Line is dependent upon maintaining specific investment
         grade ratings. The Partnership is required to comply, and is in
         compliance with, certain financial and other covenants customary with
         this type of unsecured financing. The Line is used primarily to finance
         the acquisition and development of real estate, but is also available
         for general working capital purposes.

         Mortgage loans are secured by certain real estate properties, and may
         be prepaid, but could be subject to a yield-maintenance premium.
         Mortgage loans are generally due in monthly installments of interest
         and principal and mature over various terms through 2019. Variable
         interest rates on mortgage loans are currently based on LIBOR plus a
         spread in a range of 130 to 150 basis points. Fixed interest rates on
         mortgage loans range from 6.64% to 9.5%.

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

         As of June 30, 2003, scheduled principal repayments on notes payable
         and the Line were as follows (in thousands):

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

              <S>                                       <C>                    <C>             <C>
              2003                                      $          2,862          20,802          23,664
              2004 (includes the Line)                             5,253         450,558         455,811
              2005                                                 4,060         147,630         151,690
              2006                                                 3,377          24,043          27,420
              2007                                                 2,787          25,647          28,434
              Beyond 5 Years                                      19,707         772,858         792,565
              Unamortized debt premiums                                -           6,239           6,239
                                                           ----------------------------------------------
                   Total                                $         38,046       1,447,777       1,485,823
                                                           ==============================================
</TABLE>




                                       15
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

5.       Stockholders' Equity and Partners' Capital

         (a)   RCLP has issued Cumulative Redeemable Preferred Units ("Preferred
               Units") in various amounts since 1998. The issues were sold
               primarily to institutional investors in private placements for
               $100 per unit. The Preferred Units, which may be called by RCLP
               at par after certain dates, have no stated maturity or mandatory
               redemption, and pay a cumulative, quarterly dividend at fixed
               rates. At any time after ten years from the date of issuance, the
               Preferred Units may be exchanged by the holder for Cumulative
               Redeemable Preferred Stock ("Preferred Stock") at an exchange
               rate of one share for one unit.  The Preferred Units and the
               related Preferred Stock are not convertible into common stock of
               the Company.  The net proceeds of these offerings were used to
               reduce the Line.  At June 30, 2003 and December 31, 2002 the face
               value of total Preferred Units issued was $309 million and $384
               million, respectively with an average fixed distribution rate of
               8.68% and 8.72%, respectively.

               During the first quarter of 2003, the Partnership redeemed $35
               million of Series C 9% Preferred Units and $40 million of Series
               E 8.75% Preferred Units. The redemptions were portions of each
               series and the Partnership paid a 1% premium on the face value of
               the redeemed units totaling $750,000. The redemption was funded
               from proceeds from our Line.

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

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

<S>               <C>             <C>               <C>                  <C>             <C>               <C>
Series A          1,600,000       $    50.00        $   80,000,000       8.125%          06/25/03          06/25/08
Series B            850,000           100.00            85,000,000       8.750%          09/03/04          09/03/09
Series C            400,000           100.00            40,000,000       9.000%          09/03/04          09/03/09
Series D            500,000           100.00            50,000,000       9.125%          09/29/04          09/29/09
Series E            300,000           100.00            30,000,000       8.750%          05/25/05          05/25/10
Series F            240,000           100.00            24,000,000       8.750%          09/08/05          09/08/10
             ---------------                         --------------

                  3,890,000                         $  309,000,000
             ===============                         ==============
</TABLE>




         (b)   Until June 24, 2003, Security Capital beneficially owned
               34,273,236 shares, representing 56.6% of the voting stock
               outstanding of Regency. On June 24, 3002, Security Capital sold
               common stock through (1) an underwritten public offering (the
               "Secondary Offering"), and (2) the sale of shares to Regency
               pursuant to a Purchase and Sale Agreement dated June 11, 2003
               (the "Purchase and Sale Agreement"), and also agreed to sell the
               balance of the shares pursuant to forward sales contracts.

               Security Capital sold 9,666,356 shares of common stock in the
               Secondary Offering. On June 24, 2003, it also sold 4,606,880
               shares of common stock to Regency at the public offering price of
               $32.56 per share pursuant to the Purchase and Sale Agreement. The
               purchase price of $150 million was funded from the Partnership's
               Line. Currently, Security Capital owns 20,000,000 shares of
               common stock (constituting approximately 35.8% of Regency's
               outstanding common stock) all of which are subject to forward
               sales contracts. Upon settlement of all of the forward sales
               contracts, which provide for settlement at various times during
               the first half of 2004, or earlier at the election of Security
               Capital, Security Capital will


                                       16
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003



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


         (b)   no longer own any shares of Regency common stock, unless Security
               Capital elects to settle one or more of the forward contracts in
               cash rather than by delivery of shares of common stock.


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


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


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

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



                                       17
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

6.       Earnings per Unit

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

<TABLE>
<CAPTION>
                                                                            2003                 2002
                                                                            ----                 ----
<S>                                                                <C>                                <C>
           Numerator:
           Income from continuing operations                       $             29,658               24,008
           Discontinued operations                                                4,695                7,933
                                                                      ------------------   ------------------
           Net income                                                            34,353               31,941
           Less:  Preferred unit distributions                                    8,066                8,369
                                                                      ------------------   ------------------
           Net income for common unit holders                                    26,287               23,572
           Less: Preferred stock dividends                                            -                  758
                                                                      ------------------   ------------------
           Net income for common unit holders -
             Basic and Diluted                                     $             26,287               22,814
                                                                      ==================   ==================

           Denominator:
           -------------
           Weighted average common units
             outstanding for Basic EPU                                           61,625               59,640
           Incremental units to be issued under common
             stock options using the Treasury stock method                          386                  459
                                                                      ------------------   ------------------
           Weighted average common units outstanding
             for Diluted EPU                                                     62,011               60,099
                                                                      ==================   ==================

           Income per common unit - Basic
           Income from continuing operations                       $               0.35                 0.25
           Discontinued operations                                 $               0.08                 0.13
                                                                      ------------------   ------------------
           Net income for common unit holders
             per unit                                              $               0.43                 0.38
                                                                      ==================   ==================

           Income per common unit - Diluted
           Income from continuing operations                       $               0.34                 0.25
           Discontinued operations                                 $               0.08                 0.13
                                                                      ------------------   ------------------
           Net income for common unit holders
             per unit                                              $               0.42                 0.38
                                                                      ==================   ==================
</TABLE>

       The Series 2 Preferred stock dividends are deducted in 2002 from net
       income in computing earnings per unit since the properties acquired with
       these preferred shares were contributed to the Partnership. Accordingly,
       the payment of Series 2 Preferred stock dividends is deemed to be
       preferential to the distributions made to common unit holders.



                                       18
<PAGE>

                              Regency Centers, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2003

6.       Earnings per Unit (continued)

         The following summarizes the calculation of basic and diluted earnings
         per unit for the six months ended June 30, 2003 and 2002 (in thousands
         except per unit data):
<TABLE>
<CAPTION>
                                                                            2003                 2002
                                                                            ----                 ----
           <S>                                                     <C>                                <C>
           Numerator:
           Income from continuing operations                       $             58,991               50,768
           Discontinued operations                                                4,506               15,469
                                                                      ------------------   ------------------
           Net income                                                            63,497               66,237
           Less:  Preferred unit distributions                                   18,849               16,737
                                                                      ------------------   ------------------
           Net income for common unit holders                                    44,648               49,500
           Less: Preferred stock dividends                                            -                1,517
                                                                      ------------------   ------------------
           Net income for common unit holders
             Basic and Diluted                                     $             44,648               47,983
                                                                      ==================   ==================

           Denominator:
           -------------
           Weighted average common units
             outstanding for Basic EPU                                           61,647               59,482
           Incremental units to be issued under common
             stock options using the Treasury stock method                          412                  425
                                                                      ------------------   ------------------
           Weighted average common units outstanding
             for Diluted EPU                                                     62,059               59,907
                                                                      ==================   ==================

           Income per common unit - Basic
           Income from continuing operations                       $               0.65                 0.55
           Discontinued operations                                 $               0.07                 0.26
                                                                      ------------------   ------------------
           Net income for common unit holders
             per unit                                              $               0.72                 0.81
                                                                      ==================   ==================

           Income per common unit - Diluted
           Income from continuing operations                       $               0.65                 0.54
           Discontinued operations                                 $               0.07                 0.26
                                                                      ------------------   ------------------
           Net income for common unit holders
             per unit                                              $               0.72                 0.80
                                                                      ==================   ==================
</TABLE>

       The Series 2 Preferred stock dividends are deducted in 2002 from net
       income in computing earnings per unit since the properties acquired with
       these preferred shares were contributed to the Partnership. Accordingly,
       the payment of Series 2 Preferred stock dividends is deemed to be
       preferential to the distributions made to common unit holders.



                                       19
<PAGE>

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                        June 30, 2003                                   December 31, 2002
                                        -------------                                   -----------------
      Location           # Properties          GLA         % Leased *      # Properties          GLA         % Leased *
      --------           ------------          ---         ----------      ------------          ---         ----------
<S>                          <C>             <C>             <C>                <C>            <C>            <C>
Florida                      52               6,100,705       93.6%             53              6,193,550      91.9%
California                   45               5,450,014       98.6%             43              5,125,030      99.1%
Texas                        41               5,311,782       93.4%             40              5,123,197      93.6%
Georgia                      23               2,255,993       94.0%             24              2,437,712      93.9%
Ohio                         14               1,901,604       90.0%             14              1,901,684      91.4%
Colorado                     14               1,524,427       97.7%             15              1,538,570      98.0%
North Carolina               10               1,050,043       98.7%             12              1,225,201      97.6%
Virginia                      8               1,017,101       99.4%              7                872,796      96.8%
Washington                    9                 986,374       99.1%              9                986,374      98.9%
Oregon                        9                 891,853       94.5%              9                822,115      93.7%
Alabama                       8                 698,235       95.2%              7                644,896      94.3%
Arizona                       5                 501,005       96.4%              6                525,701      96.3%
Tennessee                     6                 444,234       98.3%              6                444,234      95.3%
Illinois                      3                 408,211       95.4%              2                300,477      96.1%
South Carolina                5                 339,926       99.1%              5                339,256      99.1%
Kentucky                      2                 301,025       96.9%              2                304,659      96.6%
Michigan                      3                 279,265       93.2%              3                279,265      92.6%
Delaware                      2                 240,418       99.5%              2                240,418      99.0%
New Jersey                    1                  88,993         -                1                 88,993        -
Missouri                      1                  82,498       92.9%              1                 82,498      92.9%
Pennsylvania                  1                   6,000      100.0%              1                  6,000     100.0%
                       ----------------- --------------- ---------------- ---------------- --------------- ---------------
    Total                    262             29,879,706       95.3%             262            29,482,626      94.8%
                       ================= =============== ================ ================ =============== ===============
</TABLE>

* Excludes pre-stabilized properties under development


                                       20
<PAGE>

          We are focused on building a portfolio of grocery-anchored
neighborhood shopping centers that are positioned to withstand adverse economic
conditions by providing consumers with convenient shopping for daily necessities
and adjacent local tenants with foot traffic. Regency's current investment
markets are stable, and we expect to realize growth in net income as a result of
increasing occupancy in the portfolio, increasing rental rates, development and
acquisition of shopping centers in targeted markets, and redevelopment of
existing shopping centers.

          The following table summarizes the four largest grocery-tenants
occupying our shopping centers, including those partially owned through joint
ventures at June 30, 2003:

<TABLE>
<CAPTION>
                                                 Percentage of       Percentage of
           Grocery                Number of        Company-            Annualized        Average Remaining
           Anchor                 Stores(a)       owned GLA            Base Rent            Lease Term
           ------                 ---------       ---------            ---------            ----------

          <S>                       <C>              <C>                 <C>                  <C>
          Kroger                    61               12.0%               8.7%                 15 yrs
          Publix                    52                7.1%               4.9%                 13 yrs
          Safeway                   46                6.0%               4.6%                 11 yrs
          Albertsons                25                3.2%               2.6%                 15 yrs
</TABLE>

         (a) Includes grocery-tenant-owned stores

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

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

         At June 30, 2003, we had 32 projects under construction or undergoing
major renovations, which, when completed, are expected to represent an
investment of $561.1 million before the estimated reimbursement of certain
tenant-related costs and projected sales proceeds from adjacent land and
out-parcels of $120.2 million. Costs necessary to complete these developments
will be $241.7 million, are generally already committed as part of existing
construction contracts, and will be expended through 2005. These developments
are approximately 57% complete and 72% pre-leased.

         RCLP has a 20% equity interest in and serves as property manager for
Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with the
Oregon State Treasury that was formed for the purpose of investing in retail
shopping centers. At June 30, 2003, Columbia owned 13 shopping centers with a
net book value of $304.6 million.

         RCLP has a 25% equity interest in and serves as property manager for
  Macquarie CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate
  of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
  property trust focused on investing in grocery-anchored shopping centers. At
  June 30, 2003, MCWR owned 20 shopping centers with a net book value of $225.2
  million.

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


                                       21
<PAGE>

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

         We expect that the cash generated from revenues will provide the
necessary funds on a short-term basis to pay our operating expenses, interest
expense, scheduled principal payments on outstanding indebtedness, recurring
capital expenditures necessary to maintain our shopping centers properly, and
distributions to stock and unit holders. Net cash provided by operating
activities was $97.1 million and $89.5 million for the six months ended June 30,
2003 and 2002, respectively. During the first six months of 2003 and 2002,
respectively, we incurred capital expenditures of $6.5 million and $8.1 million
to improve our shopping center portfolio, paid scheduled principal payments of
$2.9 million and $2.6 million to our lenders, and paid dividends and
distributions of $80.5 million and $79.0 million to our share and unit holders.

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

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

         We have $200 million of 7.4% unsecured debt maturing April 1, 2004. Our
risk management objective and strategy is to mitigate the risk of changes in our
interest-related cash outflows on a forecasted 10 year issuance of long-term
debt which will partially replace the amount maturing on April 1, 2004. We have
met this objective by entering into a $96.5 million interest rate swap that
began on July 17, 2003 and matures on April 1, 2004. The swap fixed rate is
4.745% and we are the fixed rate payor. We have designated this swap transaction
as a cash flow hedge of interest payments on the forecasted 10 year issuance and
it will be subject to SFAS No. 133/138, Accounting for Derivative Instruments
and Hedging Activities. The gain or loss that we realize on the swap at maturity
will be amortized as a component of interest expense over the term of the newly
issued 10 year debt.

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

       On April 3, 2003, we received proceeds from a $75 million offering of
3,000,000 depositary shares representing Series 3 Cumulative Redeemable
Preferred Stock. The shares are redeemable at par at Regency's election on or
after April 3, 2008, pay a 7.45% annual dividend and have a liquidation value of
$25 per depositary share. The proceeds from this transaction were contributed to
the Partnership in exchange for 300,000 of Series 3 Preferred Units issued to
and held by Regency with terms exactly the same as the Series 3 Cumulative
Redeemable Preferred Stock. The proceeds from this offering were used to reduce
the Line.

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


                                       22
<PAGE>

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

         Proceeds from the sale or joint venturing of properties are included in
net investing activities on the Consolidated Statements of Cash Flows. During
2003 net proceeds from the sale or joint venturing of real estate was $97.8
million, compared to $152.6 million during the first six months of 2002. Net
cash used in investing activities was $16.1 million for the six months ended
June 30, 2003. Net cash provided by investing activities was $25.5 million for
the six months ended June 30, 2002. Net cash used in financing activities was
$91.6 million and $73.7 million for the six months ended June 30, 2003 and 2002,
respectively.

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

<TABLE>
<CAPTION>
                                                                             2003            2002
                                                                             ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed-rate mortgage loans                         $        234,373         229,551
                    Variable-rate mortgage loans                                24,389          24,998
                    Fixed-rate unsecured loans                                 999,061         998,975
                                                                         -------------- ---------------
                          Total notes payable                                1,257,823       1,253,524
                Unsecured line of credit                                       228,000          80,000
                                                                         -------------- ---------------
                         Total                                        $      1,485,823       1,333,524
                                                                         ============== ===============
</TABLE>

         Mortgage loans are secured by certain real estate properties, and may
be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans
are generally due in monthly installments of interest and principal, and mature
over various terms through 2019. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 130 to 150 basis points.
Fixed interest rates on mortgage loans range from 6.64% to 9.5%.

         Interest rates paid on the Line, which are based on LIBOR plus .85%, at
June 30, 2003 and December 31, 2002 were 1.9125% and 2.2880%, respectively. The
spread that we pay on the Line is dependent upon maintaining specific
investment-grade ratings. We are also required to comply, and are in compliance,
with certain financial and other covenants customary with this type of unsecured
financing. The Line is used primarily to finance the acquisition and development
of real estate, but is also available for general working-capital purposes.

         As of June 30, 2003, scheduled principal repayments on notes payable
and the Line were as follows (in thousands):

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

              <S>                                       <C>                    <C>             <C>
              2003                                      $          2,862          20,802          23,664
              2004 (includes the Line)                             5,253         450,558         455,811
              2005                                                 4,060         147,630         151,690
              2006                                                 3,377          24,043          27,420
              2007                                                 2,787          25,647          28,434
              Beyond Five years                                   19,707         772,858         792,565
              Unamortized debt premiums                                -           6,239           6,239
                                                           ----------------------------------------------
                   Total                                $         38,046       1,447,777       1,485,823
                                                           ==============================================
</TABLE>


                                       23
<PAGE>

         Unconsolidated partnerships and joint ventures in which we have an
investment had notes and mortgage loans payable of $204.5 million at June 30,
2003 and the Company's proportionate share of these loans was $49.5 million.


         RCLP has issued Preferred Units in various amounts since 1998, the net
proceeds of which we used to reduce the balance of the Line. RCLP sold the
issues primarily to institutional investors in private placements. The Preferred
Units, which may be called by RCLP after certain dates ranging from 2003 to
2005, have no stated maturity or mandatory redemption, and they pay a
cumulative, quarterly dividend at fixed rates ranging from 8.125% to 9.125%. At
any time after 10 years from the date of issuance, the Preferred Units may be
exchanged by the holders for Cumulative Redeemable Preferred Stock ("Preferred
Stock") at an exchange rate of one share for one unit. The Preferred Units and
the related Preferred Stock are not convertible into Regency common stock. At
June 30, 2003 and December 31, 2002 the face value of total Preferred Units
issued was $309 million and $384 million, respectively with an average fixed
distribution rate of 8.68% and 8.72%, respectively.

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

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

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

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

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


                                       24
<PAGE>

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

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

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

Comparison of the six months ended June 30, 2003 to June 30, 2002

         At June 30, 2003, we were operating or developing 262 shopping centers.
We identify our shopping centers as either development properties or stabilized
properties. Development properties are defined as properties that are in the
construction and initial lease-up process and are not yet fully leased (fully
leased generally means greater than 90% leased) or occupied. Stabilized
properties are those properties that are generally greater than 90% leased and,
if they were developed, are more than three years beyond their original
development start date. At June 30, 2003, we had 230 stabilized shopping centers
that were 95.3% leased.

         Revenues increased $22.6 million, or 13%, to $197.9 million in 2003.
This increase was due primarily to our realization of a full year of revenues
from new 2002 developments and from growth in rental rates of the operating
properties. In 2003, rental rates grew by 9.3% from renewal leases and new
leases replacing previously occupied spaces in the stabilized properties.
Minimum rent increased $9.3 million, or 7%, and recoveries from tenants
increased $2.9 million, or 8%.

         Service operations revenue includes management fees, commission income,
and gains or losses from the sale of land and development properties without
significant operations. Service operations revenue does not include gains or
losses from the sale of non-development operating properties. The Company
accounts for profit recognition on sales of real estate in accordance with
Financial Accounting Standards Board ("FASB") Statement No. 66, "Accounting for
Sales of Real Estate." Profits from sales of


                                       25
<PAGE>

real estate will not be recognized by the Company unless a sale has been
consummated; the buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; the Company has transferred to
the buyer the usual risks and rewards of ownership; and the Company does not
have substantial continuing involvement with the property.


         Service operations revenue increased $9.1 million to $13.2 million in
2003, or 220%. The increase was primarily due to a $5.8 million increase in
development sales during 2003, a $1.7 million increase in gains from the sale of
land and outparcels and a $1.6 million increase in management fees primarily
related to the Columbia and MCWR joint ventures.

         Operating expenses increased $10.4 million, or 12%, to $95.2 million in
2003. Combined operating, maintenance, and real estate taxes increased $4.2
million, or 10%, during 2003 to $46.6 million. The increase was primarily due to
new developments that incurred expenses for only a portion of the previous year,
and general increases in operating expenses on the stabilized properties.
General and administrative expenses were $10.3 million during 2003 compared with
$9.2 million in 2002, or 12% higher, as a result of general salary and benefit
increases. Depreciation and amortization increased $4.7 million during 2003
related to higher acquisition and development activity.

         We review our real estate portfolio for impairment whenever events or
changes in circumstances indicate that we may not be able to recover the
carrying amount of an asset. RCLP determines whether impairment has occurred by
comparing the property's carrying value to an estimate of fair value based upon
methods described in our Critical Accounting Policies. In the event the
properties are impaired, we write down assets to fair value for "held-and-used"
assets and fair value less costs to sell for "held-for-sale" assets. During the
six months ended June 30, 2003 and 2002, we recorded a provision for loss of $2
million and $2.4 million, respectively.

         Net interest expense increased to $41.6 million in 2003 from $41.0
million in 2002, or 1%. Weighted average interest rates on outstanding debt
declined to 6.58% at June 30, 2003 from 7.09% at June 30, 2002.

         Income from discontinued operations was $4.5 million in 2003 primarily
due to the sale of five properties to unrelated parties with a combined gain on
sale of $4.3 million. The restated 2002 income from discontinued operations is
$15.5 million compared to $8.6 million originally reported in 2002 due to the
reclassification of $6.9 million of operating income for properties sold
subsequent to June 30, 2002 in compliance with the adoption of SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement
144") in January 2002.

         Net income for common unit holders was $44.6 million in 2003 compared
with $49.5 million in 2002, or a 10% decrease primarily due to reasons
previously discussed and a reduction of gain on sale of operating properties of
$1.5 million and $2.4 million recorded in other income in 2002 resulting from
the early extinguishment of debt. Diluted earnings per unit were $0.72 in 2003
compared with $.80 in 2002, or 10% lower.

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

         Revenues increased $12.3 million, or 14%, to $101.5 million in 2003.
Minimum rent increased $4.3 million, or 7%, and recoveries from tenants
increased $849,000, or 5%. This increase was due to revenues from 2002
developments and 2002 acquisitions not operating at June 30, 2002 along with
rental rate growth on the existing portfolio.

         Service operations revenue increased $6.9 million to $9.3 million in
2003, or 285%. The increase was primarily due to a $6.7 million dollar increase
in development sales during 2003, and an $847,000 increase in management fees
primarily related to the Columbia and MCWR joint ventures, offset by a $628,000
decrease resulting from selling fewer outparcels during 2003 than in 2002.


                                       26
<PAGE>

         Operating expenses increased $4.9 million, or 11%, to $48.8 million in
2003. Combined operating, maintenance, and real estate taxes increased $1.6
million, or 7%, during 2003 to $23.3 million. This increase is due to new
developments and acquisitions which were not operating at June 30, 2002. General
and administrative expenses were $6.2 million during 2003 compared with $5.2
million in 2002, or 18% higher, as a result of general salary and benefit
increases. Depreciation and amortization increased $2.1 million during 2003
related to higher acquisition and development activity.

         During the second quarter of 2003 and 2002, we recorded a provision for
loss of $2 million and $2.4 million, respectively.

         Net interest expense decreased to $20.9 in 2003 from $21.2 million in
2002, or 1%. Weighted average interest rates on outstanding debt declined to
6.58% at June 30, 2003 from 7.09% at June 30, 2002.

         Income from discontinued operations was $4.7 for the three months ended
June 30, 2003 primarily due to the gain recorded on the sale of two properties.
The restated income from discontinued operations for the three months ended June
30, 2002 is $7.9 million compared to $3.8 million originally reported in 2002
due to the reclassification of $4.1 million of operating income for properties
sold subsequent to June 30, 2002 in compliance with the adoption of Statement
144.

        Net income for common unit holders was $26.3 million in 2003 compared
with $23.6 million in 2002, or a 12% increase. Diluted earnings per unit were
$0.42 in 2003 compared with $.38 in 2002, or 11% higher.

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

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

Inflation
---------

         Inflation has remained relatively low and has had a minimal impact on
the operating performance of our shopping centers; however, substantially all of
our long-term leases contain provisions designed to mitigate the adverse impact
of inflation. Such provisions include clauses enabling us to receive percentage
rentals based on tenants' gross sales, which generally increase as prices rise;
and/or escalation clauses, which generally increase rental rates during the
terms of the leases. Such escalation clauses are often related to increases in
the consumer price index or similar inflation indices. In addition, many of our
leases are for terms of less than 10 years, which permits us to seek increased
rents upon re-rental at market rates. Most of our leases require tenants to pay
their share of operating expenses, including common area maintenance, real
estate taxes, and insurance and utilities, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation.



                                       27
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

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

         RCLP is exposed to interest rate changes primarily as a result of the
line of credit and long-term debt used to maintain liquidity, fund capital
expenditures and expand Regency's real estate investment portfolio. Regency's
interest rate risk management objective is to limit the impact of interest rate
changes on earnings and cash flows and to lower its overall borrowing costs. To
achieve its objectives, Regency borrows primarily at fixed rates and may enter
into derivative financial instruments such as interest rate swaps, caps and
treasury locks in order to mitigate its interest rate risk on a related
financial instrument. Regency has no plans to enter into derivative or interest
rate transactions for speculative purposes.

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

<TABLE>
<CAPTION>
                                                                                                                            Fair
                                        2003        2004       2005       2006       2007      Thereafter      Total        Value
                                        ----        ----       ----       ----       ----      ----------      -----        -----
<S>                                   <C>           <C>       <C>        <C>        <C>         <C>         <C>          <C>
Fixed rate debt                       $  14,121     212,965   151,690    27,420     28,434      792,565     1,227,195    1,277,078

Average interest rate for all debt        7.59%       7.62%     7.61%     7.62%      7.60%        7.62%         -            -

Variable rate LIBOR debt              $   9,543     242,846      -          -          -           -          252,389      252,389
Average interest rate for all debt        2.04%       2.04%      -          -          -           -            -            -
</TABLE>


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

Item 4.  Controls and Procedures

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



                                       28
<PAGE>

Part II

Item 6 Exhibits and Reports on Form 8-K


     (a)  Exhibits

          10.1        Second Amendment to Credit Agreement dated as of March 31,
                      2003, by and among Regency Centers, L.P., Regency Realty
                      Group, Inc., Regency Centers Corporation, and Wells Fargo
                      Bank, National Association, as Agent, filed August 12,
                      2003 as Exhibit 10.1 to Form 10-Q of Regency Centers
                      Corporation and incorporated herein by reference.

          10.2        Revolving Note dated as of April 1, 2002, by and among
                      Regency Centers, L.P., and Commercebank, N.A., in care of
                      Wells Fargo Bank, National Association, as Agent, filed
                      August 12, 2003 as Exhibit 10.2 to Form 10-Q of Regency
                      Centers Corporation and incorporated herein by reference.

          10.3        Bid Rate Note dated as of April 1, 2003, by and among
                      Regency Centers, L.P., Commercebank, N.A., in care of
                      Wells Fargo Bank, National Association, as Agent, filed
                      August 12, 2003 as Exhibit 10.3 to Form 10-Q of Regency
                      Centers Corporation and incorporated herein by reference.

          10.4        Revolving Note dated as of April 1, 2003, by and among
                      Regency Centers, L.P., Wachovia Bank, National
                      Association, in care of Wells Fargo Bank, National
                      Association, as Agent, filed August 12, 2003 as Exhibit
                      10.4 to Form 10-Q of Regency Centers Corporation and
                      incorporated herein by reference.

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

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

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

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

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

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

     (b) Reports on Form 8-K

                           None



                                       29
<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, 2003         REGENCY CENTERS, L.P.


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






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