United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] For the quarterly period ended March 31, 2002

                                      -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[ ]


<PAGE>

                              REGENCY CENTERS, L.P.
                           Consolidated Balance Sheets
                      March 31, 2002 and December 31, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                           2002                      2001
                                                                                           ----                      ----
<S>                                                                                <C>                            <C>
Assets
Real estate investments:
     Land                                                                          $      672,830,095               600,081,672
     Buildings and improvements                                                         2,029,208,095             1,914,961,155
                                                                                     -----------------         -----------------
                                                                                        2,702,038,190             2,515,042,827
     Less:  accumulated depreciation                                                      223,151,449               202,325,324
                                                                                     -----------------         -----------------
                                                                                        2,478,886,741             2,312,717,503
     Properties in development                                                            357,118,043               408,437,476
     Operating properties held for sale                                                    34,469,950               158,121,462
     Investments in real estate partnerships                                               87,134,393                75,229,636
                                                                                     -----------------         -----------------
          Net real estate investments                                                   2,957,609,127             2,954,506,077

Cash and cash equivalents                                                                  29,664,285                27,853,264
Notes receivable                                                                           33,564,149                32,504,941
Tenant receivables, net of allowance for uncollectible accounts
     of $5,123,887 and $4,980,335 at March 31, 2002 and
     December 31, 2001, respectively                                                       40,855,676                47,723,145
Deferred costs, less accumulated amortization of $20,623,110 and
     $20,402,059 at March 31, 2002 and December 31, 2001, respectively                     37,030,160                34,399,242
Other assets                                                                               13,869,616                12,327,567
                                                                                     -----------------         -----------------

                                                                                   $    3,112,593,013             3,109,314,236
                                                                                     =================         =================

Liabilities and Partners' Capital
Liabilities:
     Notes payable                                                                      1,237,113,808             1,022,720,748
     Unsecured line of credit                                                             190,000,000               374,000,000
     Accounts payable and other liabilities                                                52,372,737                73,434,322
     Tenants' security and escrow deposits                                                  8,887,265                 8,656,456
                                                                                     -----------------         -----------------
           Total liabilities                                                            1,488,373,810             1,478,811,526
                                                                                     -----------------         -----------------

Limited partners' interest in consolidated partnerships                                     4,049,123                 3,940,011
                                                                                     -----------------         -----------------

Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 78,800,000                78,800,000
Series B  preferred units, par value $100: 850,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 82,799,720                82,799,720
Series C  preferred units, par value $100: 750,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 73,058,577                73,058,577
Series D  preferred units, par value $100: 500,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 49,157,977                49,157,977
Series E  preferred units, par value $100: 700,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 68,221,579                68,221,579
Series F  preferred units, par value $100: 240,000 units issued
     and outstanding at March 31, 2002 and December 31, 2001, respectively                 23,365,799                23,365,799
General partner; 59,597,186 and 59,088,958 units outstanding
     at March 31, 2002 and December 31, 2001, respectively                              1,213,479,444             1,219,050,856
Limited partners; 1,535,411 and 1,555,636 units outstanding
     at March 31, 2002 and December 31, 2001, respectively                                 31,286,984                32,108,191
                                                                                     -----------------         -----------------
          Total partners' capital                                                       1,620,170,080             1,626,562,699
                                                                                     -----------------         -----------------

Commitments and contingencies
                                                                                   $    3,112,593,013             3,109,314,236
                                                                                     =================         =================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
               For the Three Months ended March 31, 2002 and 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                 2002                      2001
                                                                                 ----                      ----
<S>                                                                      <C>                               <C>
Revenues:
     Minimum rent                                                        $       70,532,679                64,666,212
     Percentage rent                                                                652,366                 1,109,976
     Recoveries from tenants                                                     20,317,890                18,765,606
     Service operations revenue                                                   2,022,609                 5,518,005
     Equity in income of investments in
        real estate partnerships                                                  1,065,511                 1,165,199
                                                                           -----------------         -----------------
           Total revenues                                                        94,591,055                91,224,998
                                                                           -----------------         -----------------

Operating expenses:
     Depreciation and amortization                                               17,090,842                15,671,595
     Operating and maintenance                                                   12,214,292                12,048,407
     General and administrative                                                   3,989,595                 4,315,174
     Real estate taxes                                                           10,548,307                 9,346,261
     Other expenses                                                                 359,343                 1,379,332
                                                                           -----------------         -----------------
           Total operating expenses                                              44,202,379                42,760,769
                                                                           -----------------         -----------------

Interest expense (income):
     Interest expense                                                            21,495,499                19,207,623
     Interest income                                                               (841,638)               (1,977,301)
                                                                           -----------------         -----------------
           Net interest expense                                                  20,653,861                17,230,322
                                                                           -----------------         -----------------

Gain on sale of operating properties                                              1,494,225                         -
                                                                           -----------------         -----------------

           Income before minority interests                                      31,229,040                31,233,907

Minority interest of limited partners                                              (109,112)                  (89,786)
                                                                           -----------------         -----------------

           Income from continuing operations                                     31,119,928                31,144,121

Discontinued operations:
     Operating income from discontinued operations                                1,512,053                   931,122
     Gain on sale of operating properties                                         1,664,213                         -
                                                                           -----------------         -----------------

     Net income                                                                  34,296,194                32,075,243

Preferred unit distributions                                                     (8,368,752)               (8,368,751)
                                                                           -----------------         -----------------

           Net income for common unitholders                             $       25,927,442                23,706,492
                                                                           =================         =================

Income per common unit - Basic:
     Income from continuing operations                                   $             0.37                      0.37
     Discontinued operations                                                           0.05                      0.02
                                                                           -----------------         -----------------
     Net income for common unitholders per unit                          $             0.42                      0.39
                                                                           =================         =================

Income per common unit - Diluted:
     Income from continuing operations                                   $             0.37                      0.37
     Discontinued operations                                                           0.05                      0.02
                                                                           -----------------         -----------------
     Net income for common unitholders per unit                          $             0.42                      0.39
                                                                           =================         =================
</TABLE>


See accompanying notes to consolidated financial statements


                                       3
<PAGE>

                              REGENCY CENTERS, L.P.
             Consolidated Statement of Changes in Partners' Capital
                    For the Three Months Ended March 31, 2002
                                   (unaudited)


<TABLE>
<CAPTION>
                                                   Preferred           General             Limited               Total
                                                   ---------           -------             -------               -----
<S>                                         <C>                     <C>                   <C>               <C>
Balance at
   December 31, 2001                        $      375,403,652      1,219,050,856         32,108,191        1,626,562,699
Net income                                           8,368,752         25,276,663            650,779           34,296,194
Cash distributions for dividends                                      (30,218,210)          (760,672)         (30,978,882)
Preferred unit distribution                         (8,368,752)                 -                  -           (8,368,752)
Purchase of Regency stock and
  corresponding units                                        -         (2,725,000)                 -           (2,725,000)
Units converted for cash                                     -                  -            (83,232)             (83,232)
Units issued as a result of
  common stock issued by Regency,
  net of repurchases                                         -          1,467,053                  -            1,467,053
Units exchanged for common
  stock of Regency                                           -            457,863           (457,863)                   -
Reallocation of limited partners interest                    -            170,219           (170,219)                   -
                                               ----------------  -----------------  -----------------   ------------------
Balance at
   March 31, 2002                           $      375,403,652      1,213,479,444         31,286,984        1,620,170,080
                                               ================  =================  =================   ==================
</TABLE>








See accompanying notes to consolidated financial statements




                                       4
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2002 and 2001
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                             2002                      2001
                                                                                             ----                      ----
<S>                                                                               <C>                             <C>
Cash flows from operating activities:
    Net income                                                                    $          34,296,194             32,075,243
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                      17,309,433             15,895,916
          Deferred loan cost and debt premium amortization                                      585,517                134,890
          Services provided by Regency in exchange for units                                  1,467,053              1,209,536
          Minority interest of limited partners                                                 109,112                 89,786
          Equity in income of investments in real estate partnerships                        (1,065,511)            (1,165,199)
          Gain on sale of operating properties                                               (3,158,438)                     -
          Changes in assets and liabilities:
              Tenant receivables                                                              1,406,622             11,955,230
              Deferred leasing costs                                                         (2,912,407)            (1,762,012)
              Other assets                                                                     (679,629)             2,928,231
              Tenants' security and escrow deposits                                             264,514                 26,407
              Accounts payable and other liabilities                                        (22,314,084)            (9,198,816)
                                                                                    --------------------        --------------
                 Net cash provided by operating activities                                   25,308,376             52,189,212
                                                                                    --------------------        --------------

Cash flows from investing activities:
     Acquisition and development of real estate, net                                        (49,238,640)           (64,432,753)
     Proceeds from the sale of real estate                                                   46,703,287             35,472,335
     Acquistion of partners' interest in investments
        in real estate partnerships, net of cash acquired                                             -              1,547,043
     Investment in real estate partnerships                                                 (14,412,286)            (7,151,192)
     Capital improvements                                                                    (3,656,100)            (2,771,477)
     Proceeds from sale of real estate partnerships                                           2,388,319                      -
     Repayment of notes receivable                                                                    -             14,394,060
     Funding of note receivable                                                              (1,059,208)                     -
     Distributions received from investments in real estate partnerships                      5,072,166              4,220,959
                                                                                    --------------------        --------------
                 Net cash used in investing activities                                      (14,202,462)           (18,721,025)
                                                                                    --------------------        --------------

Cash flows from financing activities:
     Net proceeds from the issuance of Regency stock
        and exchangeable partnership units                                                    3,500,499                      -
     Repurchase of Regency stock and corresponding units                                     (2,725,000)                     -
     Redemption of partnership units                                                            (83,232)                     -
     Net distributions to limited partners in consolidated partnerships                        (760,672)            (5,111,986)
     Distributions to preferred unit holders                                                 (8,368,752)            (8,368,751)
     Cash distributions for dividends                                                       (30,218,210)           (29,973,924)
     Net proceeds from fixed rate unsecured notes                                           249,625,000            219,707,400
     Repayment of unsecured line of credit, net                                            (184,000,000)          (245,000,000)
     Repayment of notes payable                                                             (32,921,532)            (7,225,704)
     Scheduled principal payments                                                            (1,417,068)            (1,485,620)
     Deferred loan costs                                                                     (1,925,926)            (4,320,500)
                                                                                    --------------------        --------------
                 Net cash used in financing activities                                       (9,294,893)           (81,779,085)
                                                                                    --------------------        --------------

                 Net increase (decrease) in cash and cash equivalents                         1,811,021            (48,310,898)

Cash and cash equivalents at beginning of period                                             27,853,264            100,987,895
                                                                                    --------------------        --------------

Cash and cash equivalents at end of period                                        $          29,664,285             52,676,997
                                                                                    ====================        ==============
</TABLE>

                                       5
<PAGE>

                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2002 and 2001
                                   (unaudited)
                                    continued

<TABLE>
<CAPTION>
                                                                                             2002                      2001
                                                                                             ----                      ----

<S>                                                                               <C>                               <C>
Supplemental disclosure of cash flow information - cash paid for interest
   (net of capitalized interest of approximately
   $3,800,000 and $5,210,000  in 2002 and 2001, respectively)                     $          31,534,965             16,461,634
                                                                                    ====================        ==============

Notes receivable taken in connection with sales of development properties         $                   -              1,610,807
                                                                                    ====================        ==============
</TABLE>







See accompanying notes to consolidated financial statements.



                                       6
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002



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 December 31, 2001, Regency owns
              approximately 97% 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 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 which are of a
              normal recurring nature, and in the opinion of management, are
              necessary to properly state the results of operations and
              financial position. Certain information and footnote disclosures
              normally included in financial statements prepared in accordance
              with 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, 2001 Form 10-K/A 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) or reimbursement of the tenants'
              share of real estate taxes and certain common area maintenance
              (CAM) costs. These additional rents are recognized when the
              tenants achieve the specified targets as defined in the lease
              agreements.




                                       7
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


        (b)   Revenues (continued)

              Service operations revenue includes management fees, commission
              income, and development-related profits from the sales of recently
              developed real estate properties and land. The Partnership
              recorded gains from the sales of development properties and land
              of $1.3 million and $5.1 million for the three months ended March
              31, 2002 and 2001, respectively. Service operations revenue does
              not include gains or losses from the sale of operating properties
              previously held for investment which are included in gain or loss
              on the sale of operating properties or discontinued operations.

              The Partnership accounts for profit recognition on sales of real
              estate in accordance with FASB Statement No. 66, "Accounting for
              Sales of Real Estate." In summary, profits from sales will not be
              recognized by the Partnership unless a sale has been consummated;
              the buyer's initial and continuing investment is adequate to
              demonstrate a commitment to pay for the property; the Partnership
              has transferred to the buyer the usual risks and rewards of
              ownership; and the Partnership does not have substantial
              continuing involvement with the property.

     (c)      Real Estate Investments

              Land, buildings and improvements are recorded at cost. All direct
              and indirect costs clearly associated with the acquisition,
              development and construction of real estate projects are
              capitalized as buildings and improvements.

              Maintenance and repairs which do not improve or extend the useful
              lives of the respective assets are reflected in operating and
              maintenance expense. The property cost includes the capitalization
              of interest expense incurred during construction based on average
              outstanding expenditures.

              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"). Prior to January 1, 2002, operating properties
              held for sale included properties that no longer met the
              Partnership's long-term investment standards, such as expected
              growth in revenue or market dominance. Once identified and
              marketed for sale, these properties were segregated on the balance
              sheet as operating properties held for sale. The Partnership also
              develops shopping centers and stand-alone retail stores for
              resale. Once completed, these developments were also included in
              operating properties held for sale.



                                       8
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


     (c)      Real Estate Investments (continued)

              With the adoption of Statement 144, we evaluated our portfolio of
              operating properties held for sale at December 31, 2001, and
              determined that those assets did not meet the six criteria set
              forth in Statement 144 and thus have been reclassified as
              properties to be held and used. The reclassified properties have
              been carried at fair value, which is lower than the depreciated
              carrying amount the properties would have been, had they been
              continuously classified as held and used. Subsequent to January 1,
              2002, and 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 that 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 estimated selling
              costs. Depreciation and amortization are suspended during the
              period held for sale.

              The Partnership reviews its real estate portfolio for value
              impairment whenever events or changes in circumstances indicate
              that the carrying amount of an asset may not be recoverable.
              Regency determines impairment based upon the difference between
              estimated sales value (less estimated costs to sell) and net book
              value.

              The Partnership's properties have operations and cashflows that
              can be clearly distinguished from the rest of the Partnership. In
              accordance with Statement 144, the operations and gains on sales
              of operating properties sold to third parties are reported in
              discontinued operations. The operations and gains on sales of
              operating properties sold to real estate partnerships in which the
              Partnership has continuing involvement are reported as income from
              continuing operations.

       (d)    Reclassifications

              Certain reclassifications have been made to the 2001 amounts to
              conform to classifications adopted in 2002.



                                       9
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002

2.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating and developing Partnership-owned retail shopping centers
       (Retail segment), and 2) providing services including management fees and
       commissions earned from third parties, and development related profits
       and fees earned from the sales of shopping centers, outparcels and
       build-to-suit properties to third parties (Service operations segment).
       The Partnership's reportable segments offer different products or
       services and are managed separately because each requires different
       strategies and management expertise. There are no inter-segment sales or
       transfers.

       The Partnership assesses and measures operating results starting with net
       operating income for the Retail segment and revenues for the Service
       operations segment and converts such amounts into a performance measure
       referred to as Funds From Operations ("FFO"). The operating results for
       the individual retail shopping centers have been aggregated since all of
       the Partnership's shopping centers exhibit highly similar economic
       characteristics as neighborhood shopping centers, and offer similar
       degrees of risk and opportunities for growth. FFO as defined by the
       National Association of Real Estate Investment Trusts consists of net
       income (computed in accordance with generally accepted accounting
       principles) excluding gains (or losses) from debt restructuring and sales
       of income- producing property held for investment, plus depreciation and
       amortization of real estate, and adjustments for unconsolidated
       investments in real estate partnerships and joint ventures. In connection
       with the effective date of Statement 144, the definition of FFO was
       amended to include amounts reported as gain/losses from the operations of
       discontinued operations. The Partnership further adjusts FFO by
       distributions made to holders of Units and preferred stock that results
       in a diluted FFO amount. The Partnership considers diluted FFO to be the
       industry standard for reporting the operations of REITs. Adjustments for
       investments in real estate partnerships are calculated to reflect diluted
       FFO on the same basis. While management believes that diluted FFO is the
       most relevant and widely used measure of the Partnership's performance,
       such amount does not represent cash flow from operations as defined by
       accounting principles generally accepted in the United States of America,
       should not be considered an alternative to net income as an indicator of
       the Partnership's operating performance, and is not indicative of cash
       available to fund all cash flow needs. Additionally, the Partnership's
       calculation of diluted FFO, as provided below, may not be comparable to
       similarly titled measures of other REITs.

       The accounting policies of the segments are the same as those described
       in note 1. The revenues, diluted FFO, and assets for each of the
       reportable segments are summarized as follows for the three month periods
       ended March 31, 2002, and 2001. Assets not attributable to a particular
       segment consist primarily of cash and deferred costs.



                                       10
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002

2.       Segments (continued)
<TABLE>
<CAPTION>
                                                                             2002                      2001
                                                                             ----                      ----
       <S>                                                      <C>                                <C>
       Revenues:
         Retail segment                                         $         92,568,446                85,706,993
         Service operations segment                                        2,022,609                 5,518,005
                                                                   --------------------------------------------------
            Total revenues                                      $         94,591,055                91,224,998
                                                                   ==================================================

       Funds from Operations:
         Retail segment net operating income                    $         74,476,338                65,243,447
         Service operations segment revenues                               2,022,609                 5,518,005
         Adjustments to calculate diluted FFO:
           Interest expense                                              (21,495,499)              (19,207,623)
           Interest income                                                   841,638                 1,977,301
           General and administrative and other                           (4,348,938)              (5,694,506)
           Non-real estate depreciation                                     (475,125)                (389,032)
           Minority interest of limited partners                            (109,112)                 (89,786)
           Gain on sale of operating properties                           (1,494,225)                        -
           Gain on sale of operating properties -
            discontinued operations                                       (1,664,213)                        -
           Depreciation and amortization of
            discontinued operations                                          298,700                   224,321
           Minority interest in depreciation
            and amortization                                                 (48,514)                        -
           Share of joint venture depreciation
            and amortization                                                 331,707                   134,435
           Distributions on preferred units                               (8,368,752)               (8,368,751)
                                                                   --------------------------------------------------
             Funds from Operations - diluted                              39,966,614                39,347,811
                                                                   --------------------------------------------------

         Reconciliation to net income for common stockholders:
           Real estate related depreciation
            and amortization                                             (16,914,417)              (15,506,884)
           Minority interest in depreciation
            and amortization                                                  48,514                         -
           Share of joint venture depreciation
            and amortization                                                (331,707)                 (134,435)
           Gain on sale of operating properties                            1,494,225                         -
           Gain on sale of operating properties -
            discontinued operations                                        1,664,213                         -
                                                                   --------------------------------------------------

             Net income available for common unitholders        $         25,927,442                23,706,492
                                                                   ==================================================

                                                                        March 31, 2002          December 31, 2001
                                                                        --------------          -----------------
       Assets (in thousands):
         Retail segment                                         $          2,614,289                 2,631,592
         Service operations segment                                          417,740                   403,142
         Cash and other assets                                                80,564                    74,580
                                                                   --------------------------------------------------
           Total assets                                         $          3,112,593                 3,109,314
                                                                   ==================================================
</TABLE>



                                       11
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


3.     Discontinued Operations and Operating Properties Held for Sale

       During the first quarter, the Partnership sold one operating property for
       proceeds of $18.1 million. This sale resulted in a gain of $1.7 million
       which is reflected as a gain on sale within discontinued operations. The
       Partnership also sold two assets to Macquarie CountryWide-Regency, LLC,
       ("MCWR"), a joint venture in which the Partnership has a 25% interest,
       for $17.8 million (see note 4). Since the Partnership has a continuing
       involvement in these properties, the gain on the sale is recorded as gain
       on sale of operating properties in the Partnership's consolidated
       statements of operations.

       The Partnership sold three operating properties in the second quarter of
       2002 for $38.5 million. The carrying amount of these properties, which
       are classified as operating properties held for sale on the Partnership's
       consolidated balance sheet, is $34.5 million. The gain from the sale of
       these assets will be recorded in the second quarter of 2002.

       The revenues from the properties disposed of or held for sale was $1.9
       million and $1.8 million for the three months ended March 31, 2002 and
       2001, respectively. The operating income from these propeties was $1.5
       million and $0.9 million for the three months ended March 31, 2002 and
       2001, respectively.

4.     Investments in Real Estate Partnerships

       The Partnership accounts for all investments in which it owns 50% or less
       and does not have controlling financial interest using the equity method.
       The Partnership's combined investment in these partnerships was $87.1
       million and $75.2 million at March 31, 2002 and December 31, 2001,
       respectively. Net income is allocated to the Partnership in accordance
       with the respective partnership agreements.

       The Partnership has a 25% equity interest in MCWR, a joint venture with
       an affiliate of Macquarie CountryWide Trust of Australia, a Sydney,
       Australia-based property trust focused on investing in grocery-anchored
       shopping centers. During the first quarter of 2002, MCWR acquired two
       shopping centers from the Partnership for $17.8 million for which the
       Partnership received net proceeds of $13.3 million. The Partnership
       recognized gains on the sales of $1.5 million, which represents gain
       recognition on only that portion of the sale to MCWR not owned by the
       Partnership. At March 31, 2002, this joint venture has seven properties
       for total gross leasable area ("GLA") of 560,624 sq. ft. and a net book
       value of $54.7 million.

       The Partnership also has a 20% equity interest in Columbia Regency Retail
       Partners, LLC ("Columbia"), a joint venture with Columbia PERFCO
       Partners, L.P. ("PERFCO") that was formed for the purpose of investing in
       retail shopping centers. At March 31, 2002, this joint venture has nine
       properties for total GLA of 1,604,672 sq. ft. and a net book value of
       $192.3 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 a retail shopping center.



                                       12
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002



4.     Investments in Real Estate Partnerships (continued)

       The Partnership's investments in real estate partnerships as of March 31,
       2002 and December 31, 2001 consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                              Ownership                  2002             2001
                                                              ---------                  ----             ----
       <S>                                                       <C>            <C>                     <C>
       Columbia Regency Retail Partners, LLC                     20%            $       30,289          31,092
       Macquarie CountryWide-Regency, LLC                        25%                     8,188           4,180
       OTR/Regency Texas Realty Holdings, L.P.                   30%                    16,519          16,590
       Regency Ocean East Partnership, L.P.                      25%                         -           2,783
       RRG-RMC Tracy, LLC                                        50%                    16,172          12,339
       Tinwood, LLC                                              50%                     9,357           7,177
       GME/RRG I, LLC                                            50%                         -           1,069
       Jog Road, LLC                                             50%                     2,286               -
       Valleydale, LLC                                           50%                     4,323               -
                                                                                   ----------------- ---------------
                                                                                $       87,134          75,230
                                                                                   ================= ===============
</TABLE>

       Summarized financial information for the unconsolidated investments on a
       combined basis, is as follows (in thousands):
<TABLE>
<CAPTION>
                                                              March 31,            December 31,
                                                                 2002                  2001
                                                                 ----                  ----
       <S>                                        <C>                                 <C>
       Balance Sheets:
       Investment property, net                   $             309,992               286,096
       Other assets                                               9,331                 8,581
                                                          --------------        --------------
             Total assets                         $             319,323               294,677
                                                          ==============        ==============

       Notes payable and other debt               $              62,054                67,489
       Other liabilities                                         11,167                 5,983
       Equity and partners' capital                             246,102               221,205
                                                          --------------        --------------
             Total liabilities and equity         $             319,323               294,677
                                                          ==============        ==============
</TABLE>

       The revenues and expenses are summarized as follows for the three month
       periods ended March 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                 2002                  2001
                                                                 ----                  ----
       <S>                                         <C>                                  <C>
       Statements of Operations:
       Total revenues                              $             10,071                 5,052
       Total expenses                                             5,315                 2,086
                                                          --------------        --------------
            Net income                             $              4,756                 2,966
                                                          ==============        ==============
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $62.0 million at March 31, 2002 and the Partnership's proportionate
       share of these loans was $13.3 million. These mortgage loans payable are
       non-recourse and contain no other provisions that would result in a
       contingent liability to the Partnership.



                                       13
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


5.     Notes Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at March 31, 2002 and December 31,
       2001 consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                              2002            2001
                                                                              ----            ----
                <S>                                                   <C>                      <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        204,868         240,091
                    Variable rate mortgage loans                                21,725          21,691
                    Fixed rate unsecured loans                               1,010,521         760,939
                                                                         -------------- ---------------
                          Total notes payable                                1,237,114       1,022,721
                Unsecured line of credit                                       190,000         374,000
                                                                         -------------- ---------------
                         Total                                        $      1,427,114       1,396,721
                                                                         ============== ===============
</TABLE>

       Interest rates paid on the line of credit (the "Line") at March 31, 2002
       and 2001 were based on LIBOR plus .85% and 1.0% or 2.725% and 6.1875%,
       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.

       On January 15, 2002, the Partnership completed a $250 million unsecured
       debt offering with an interest rate of 6.75%. These notes were priced at
       99.850%, are due on January 15, 2012 and are guaranteed by the Company.
       The net proceeds of these offerings were used to reduce the balance of
       the Line.

       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 basis points to 175 basis points. Fixed interest rates on mortgage
       loans range from 6.82% to 9.5%.

       As of March 31, 2002, 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>
              2002                                      $          3,713          17,789          21,502
              2003                                                 4,678          22,867          27,545
              2004 (includes the Line)                             5,049         401,928         406,977
              2005                                                 3,862         148,033         151,895
              2006                                                 3,415          24,093          27,508
              Beyond 5 Years                                      27,845         756,934         784,779
              Unamortized debt premiums                                -           6,908           6,908
                                                           -------------- --------------- ---------------
                   Total                                $         48,562       1,378,552       1,427,114
                                                           ============== =============== ===============
</TABLE>



                                       14
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


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

       The fair value of the Partnership's notes payable and Line are estimated
       based on the current rates available to the Partnership for debt of the
       same remaining maturities. Variable rate notes payable and the Line are
       considered to be at fair value, since the interest rates on such
       instruments reprice based on current market conditions. Fixed rate loans
       assumed in connection with real estate acquisitions are recorded in the
       accompanying financial statements at fair value. Based on the borrowing
       rates currently available to the Partnership for loans with similar terms
       and average maturities, the fair value of long-term debt is $1.44
       billion.

6.     Stockholders' Equity and Minority Interest

       The Partnership 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 $100.00
       per unit. The Preferred Units, which may be called by the Partnership 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 10 years from the date of issuance, the Preferred Units may be
       exchanged 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 March 31, 2002 and December 31, 2001 the face value of total
       preferred units issued was $384 million with an average fixed
       distribution rate of 8.72%.

       Terms and conditions of the Preferred Units are summarized as follows:

<TABLE>
<CAPTION>
                  Units             Issue              Issuance       Distribution       Callable          Redeemable
   Series         Issued            Price               Amount            Rate        by Partnership     by Unitholder
----------------------------------------------------------------------------------------------------------------------

<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            750,000         100.00              75,000,000       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            700,000         100.00              70,000,000       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
                                                    ---------------
               -------------
                  4,640,000                        $   384,000,000
               =============                        ===============
</TABLE>


       Security Capital owns approximately 59.5% of the outstanding common stock
       of Regency; however, its ability to exercise voting control over these
       shares is limited by the Stockholders Agreement by and among Regency,
       Security Capital Holdings S.A., Security Capital U.S. Realty and The
       Regency Group, Inc. dated as of July 10, 1996, as amended, including
       amendments to reflect Security Capital's purchase of Security Capital
       Holdings S.A. and the shareholder approval of the liquidation of Security
       Capital U.S. Realty (as amended, the "Stockholders Agreement").



                                       15
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002


6.     Stockholders' Equity and Minority Interest (continued)

       The Stockholders Agreement provides that Security Capital will vote all
       of its shares of Regency in accordance with the recommendations of
       Regency's board of directors or proportionally in accordance with the
       votes of the other holders of Regency common stock. This broad voting
       restriction is subject to a limited qualified exception pursuant to which
       Security Capital can vote its shares of Regency in its sole and absolute
       discretion with regard to amendments to Regency's charter or by-laws that
       would materially adversely affect Security Capital and with regard to
       "Extraordinary Transactions" (which include mergers, consolidations, sale
       of a material portion of Regency's assets, issuances of securities in an
       amount which requires a shareholder vote and other similar transactions
       out of the ordinary course of business). However, the limited exception
       is itself further qualified. Even with respect to charter and by-law
       amendments and Extraordinary Transactions, Security Capital may only vote
       shares representing ownership of 49% of the outstanding Regency common
       stock at its discretion, any shares owned by Security Capital in excess
       of 49% must be voted in accordance with the recommendations of Regency's
       board of directions or proportionally in accordance with the votes of the
       other holders of Regency common stock. With regard to Extraordinary
       Transactions which require a 2/3rds vote (i.e. where Security Capital
       could block the outcome if it voted 49% of the stock), Security Capital
       may only vote shares representing ownership of 32% of the outstanding
       Regency common stock. Security Capital may vote its shares to elect a
       certain number of nominees to the Regency board of directors, however
       this right is similarly limited. Security Capital has the right to
       nominate the greater of three directors or the number of directors
       proportionate to its ownership, however Security Capital may not nominate
       more than 49% of the Regency board of directors.

       The effect of these limitations is such that notwithstanding the fact
       that Security Capital owns more than a majority of the currently
       outstanding shares of Regency common stock, Security Capital may not, in
       compliance with the Stockholders Agreement, exercise voting control with
       respect to more than 49% of the outstanding shares of Regency (and may
       vote those shares in its discretion only with respect to the limited
       matters listed above).

       On December 14, 2001 Security Capital entered into an agreement with GE
       Capital pursuant to which, assuming consummation, an indirect wholly
       owned subsidiary of GE Capital will be merged with and into Security
       Capital with Security Capital surviving as an indirect wholly owned
       subsidiary of GE Capital. The acquisition closed on May 14, 2002.
       Assuming that Security Capital continues in existence following its
       acquisition by GE Capital, Regency believes that the Stockholders'
       Agreement will remain in full force and effect; however, Regency is not a
       party to any of the agreements between Security Capital and GE Capital.



                                       16
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                 March 31, 2002

7.     Earnings Per Unit

       The following summarizes the calculation of basic and diluted earnings
       per unit for the three month periods ended March 31, 2002, and 2001 (in
       thousands except per unit data):

<TABLE>
<CAPTION>
                                                                      2002                2001
                                                                      ----                ----
       <S>                                                     <C>                        <C>
       Numerator:
       Income from continuing operations                       $      31,120              31,144
       Discontinued operations                                         3,176                 931
                                                                  -----------        ------------
       Net income                                                     34,296              32,075
       Less: preferred unit distributions                              8,369               8,369
                                                                  -----------        ------------
       Net income for common unitholders                              25,927              23,706
       Less:  Preferred stock dividends                                  758                 734
                                                                  -----------        ------------
       Net income for common unitholders -
         Basic and Diluted                                     $      25,169              22,972
                                                                  ===========        ============

       Denominator:
       -------------
       Weighted average common units
          outstanding for Basic EPS                                   59,398              58,847
       Incremental units to be issued under
          common stock using the Treasury Method                         392                 165
                                                                  -----------        ------------
       Weighted average common units outstanding
          for Diluted EPS                                             59,790              59,012
                                                                  -----------        ------------

       Income per common unit - Basic
       Income from continuing operations                       $        0.37                0.37
       Discontinued operations                                          0.05                0.02
                                                                  -----------        ------------
       Net income for common unitholders
          per unit                                             $        0.42                0.39
                                                                  ===========        ============

       Income per common unit - Diluted
       Income from continuing operations                       $        0.37                0.37
       Discontinued operations                                          0.05                0.02
                                                                  -----------        ------------
       Net income for common unitholders
          per unit                                             $        0.42                0.39
                                                                  ===========        ============
</TABLE>

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



                                       17
<PAGE>



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

         The following discussion should be read in conjunction with the
accompanying consolidated Financial Statements and Notes thereto of Regency
Centers Corporation ("Regency" or "Company") appearing elsewhere within.

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

         Regency is a qualified real estate investment trust ("REIT") which
began operations in 1993. We previously operated under the name Regency Realty
Corporation, but changed our name to Regency Centers Corporation in February
2001 to more appropriately acknowledge our brand and position in the shopping
center industry. We invest in retail shopping centers through our partnership
interest in Regency Centers, L.P. ("RCLP"), an operating partnership in which
Regency currently owns approximately 97% of the outstanding common partnership
units ("Units"). The acquisition, development, operations and financing activity
of Regency, including the issuance of Units or preferred units, is executed by
RCLP.

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

          We are a national owner, operator and developer of grocery-anchored
neighborhood retail shopping centers. Our shopping centers summarized by state
and in order by largest holdings including their gross leasable areas (GLA)
follows:

<TABLE>
<CAPTION>
                       March 31, 2002                                      December 31, 2001
      Location         # Properties            GLA        % Leased *    # Properties         GLA         % Leased *
                       --------------       ---------      ----------    ------------    -----------     ----------

<S>                         <C>            <C>             <C>               <C>          <C>            <C>
Florida                      56             6,532,162       91.9%            56            6,535,254      92.0%
California                   38             4,736,342       98.7%            39            4,879,051      98.8%
Texas                        37             4,663,462       91.8%            36            4,579,263      92.8%
Georgia                      26             2,556,322       95.0%            26            2,556,471      93.3%
Ohio                         14             1,870,079       89.5%            14            1,870,079      93.5%
North Carolina               13             1,302,751       98.4%            13            1,302,751      98.1%
Colorado                     12             1,195,480       98.4%            12            1,188,480      99.2%
Washington                   9              1,095,481       98.1%             9            1,095,457      98.1%
Oregon                       8                739,910       91.6%             8              740,095      93.2%
Alabama                      8                783,801       95.4%             7              665,440      95.3%
Arizona                      9                627,576       86.3%             9              627,612      98.6%
Tennessee                    9                479,955       98.2%            10              493,860      99.4%
Virginia                     6                408,368       97.6%             6              408,368      97.6%
Missouri                     2                370,176       94.0%             2              370,176      92.9%
South Carolina               6                350,167      100.0%             5              241,541     100.0%
Kentucky                     5                325,311       93.2%             5              321,689      94.2%
Illinois                     2                300,536       98.8%             2              300,162      91.6%
Michigan                     3                275,085       92.5%             3              275,085      89.5%
Delaware                     2                240,418       99.3%             2              240,418      99.3%
Mississippi                  2                185,061       98.3%             2              185,061      98.3%
New Jersey                   2                 99,901      100.0%             3              112,640     100.0%
Wyoming                      1                 87,771      100.0%             1               87,777     100.0%
Pennsylvania                 1                  6,000      100.0%             1                6,000     100.0%
Maryland                     -                      -         -               1                6,763        -
                       --------------- --------------- ---------------- -------------- -------------- --------------
    Total                   271            29,232,115       94.3%            272          29,089,493      94.9%
                       =============== =============== ================ ============== ============== ==============
</TABLE>

          * Excludes pre-stabilized properties under development




                                       18
<PAGE>

          We are focused on building a portfolio of grocery-anchored
neighborhood shopping centers that should withstand adverse economic conditions
by providing convenient shopping for daily necessities and foot traffic for
adjacent local tenants. Regency's current investment markets have continued to
offer stable economies, and accordingly, 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 at March 31, 2002:

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

          <S>                 <C>                   <C>                 <C>                 <C>
          Kroger              59                    11.2%               9.1%                15 yrs
          Publix              52                     8.1%               5.9%                13 yrs
          Safeway             48                     6.0%               4.8%                11 yrs
          Albertsons          25                     3.1%               2.5%                15 yrs
</TABLE>

(a)      Includes grocery tenant owned stores
(b)      Includes properties owned through joint ventures

         On January 22, 2002, Kmart Corporation, a tenant in four of the
Company's shopping centers, filed for Chapter 11 bankruptcy. As of March 31,
2002, Kmart has announced the store closing of two of the Company's four leases,
representing approximately $0.9 million of Company annualized base rent. Under
Chapter 11 bankruptcy protection, Kmart has the ability to affirm or reject
pre-petition lease agreements. The Company's four Kmart leases represent
approximately .56% of Company annualized base rent and 1.1% of Company GLA.
There can be no assurance that Kmart will accept the Company's leases or that
the leases will not be accepted under reduced rental rates. Rejection of any or
all of the Company's Kmart leases should not have an adverse effect on the
Company's results of operations.

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 in hand from the anchor before we
begin construction. Developments serve the growth needs of our grocery and
specialty retail customers, result in modern shopping centers with 20-year
leases from the grocer anchors, and produce either attractive returns on
invested capital or profits from sale. This development process can require 12
to 36 months from initial land or redevelopment acquisition through construction
and lease-up and finally stabilized income, 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 March 31, 2002, we had 38 projects under construction or undergoing
major renovations, which, when complete will represent an investment of $508
million before reimbursement of certain tenant-related costs and expected sale
proceeds from adjacent land and outparcels. Total costs necessary to complete
these developments are estimated to be $174 million and will be expended through
2005. These developments are approximately 66% complete and 73% pre-leased.

              Regency has a 20% equity interest in Columbia Regency Retail
              Partners, LLC ("Columbia"), a joint venture with Columbia PERFCO
              Partners, L.P. ("PERFCO") that was formed for the purpose of
              investing in retail shopping centers. At March 31, 2002, this
              joint venture has nine properties for total GLA of 1,604,672 sq.
              ft. and a net book value of $192.3 million.



                                       19
<PAGE>

              Regency has a 25% equity interest in Macquarie
              CountryWide-Regency, LLC, ("MCWR") a joint venture with an
              affiliate of Macquarie CountryWide Trust of Australia, a Sydney,
              Australia-based property trust focused on investing in
              grocery-anchored shopping centers. During the first quarter, MCWR
              acquired two shopping centers from the Company for $17.8 million
              for which the Company received net proceeds of $13.3 million. The
              Company recognized gains on the sales of these centers of $1.5
              million, which represents gain recognition on only that portion of
              the sales to MCWR not owned by the Company. At March 31, 2002,
              this joint venture has seven properties for total GLA of 560,624
              sq. ft. and a net book value of $54.7 million.

         The Columbia and MCWR joint ventures intend to continue to acquire
retail shopping centers, some of which may be sold to them by Regency. We are
required to provide our pro rata share of the purchase price of real estate to
be acquired by these ventures from third parties.

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

         We expect that 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 share and unit holders. Net cash provided by operating
activities was $25.3 million and $52.2 million for the three months ended March
31, 2002 and 2001, respectively. During the first three months of 2002 and 2001,
respectively, we incurred capital expenditures of $3.7 million and $2.8 million
to improve our shopping center portfolio, paid scheduled principal payments of
$1.4 million and $1.5 million to our lenders, and paid dividends and
distributions of $39.3 million and $38.4 million to our share and unit holders.

         Although no tenant represents more than 10% of our annual base rental
revenues, and 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 filed bankruptcy and cancelled its leases, it could cause a
significant reduction to our revenues. We are not currently aware of any current
or pending bankruptcy of any of our tenants that would cause a significant
reduction to our 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. Proceeds from the sale of real estate includes the
sale of out-parcels and developments as well as the sale of low-growth shopping
centers. Our commitment to maintaining a high-quality portfolio dictates that we
continually assess the value of all of our properties and sell those that no
longer meet our long-term investment standards to third parties. Joint venturing
of assets provides Regency with a capital source for new development and
acquisitions, while earning market based fees as the asset manager. During the
first quarter of 2002 and 2001, proceeds from the sale of real estate to third
parties and joint ventures were $46.7 million and $35.5 million, respectively.

         Net cash used in investing activities was $14.2 million and $18.7
million for the three months ended March 31, 2002 and 2001, respectively,
primarily for the purposes discussed under Acquisition and Development of
Shopping Centers. These amounts are net of the proceeds from sales of real
estate discussed above. Net cash used in financing activities was $9.3 million
and $81.8 million for the three months ended March 31, 2002 and 2001,
respectively.


                                       20
<PAGE>

         Outstanding debt at March 31, 2002 and December 31, 2001 consists of
         the following (in thousands):

<TABLE>
<CAPTION>
                                                                             2002            2001
                                                                             ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        204,868         240,091
                    Variable rate mortgage loans                                21,725          21,691
                    Fixed rate unsecured loans                               1,010,521         760,939
                                                                         -------------- ---------------
                          Total notes payable                                1,237,114       1,022,721
                Unsecured line of credit                                       190,000         374,000
                                                                         -------------- ---------------
                         Total                                        $      1,427,114       1,396,721
                                                                         ============== ===============
</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 basis points to 175
basis points. Fixed interest rates on mortgage loans range from 6.82% to 9.5%.

         Interest rates paid on the Line at March 31, 2002 and 2001 were based
on LIBOR plus .85% and 1.0%, or 2.725% and 6.1875%, 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.

         On January 15, 2002, the Partnership completed a $250 million unsecured
debt offering with an interest rate of 6.75%. These notes were priced at
99.850%, are due on January 15, 2012 and are guaranteed by the Company. The net
proceeds of these offerings were used to reduce the balance of the Line.

         As of March 31, 2002, 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>
              2002                                      $        3,713          17,789          21,502
              2003                                               4,678          22,867          27,545
              2004 (includes the Line)                           5,049         401,928         406,977
              2005                                               3,862         148,033         151,895
              2006                                               3,415          24,093          27,508
              Beyond 5 Years                                    27,845         756,934         784,779
              Unamortized debt premiums                              -           6,908           6,908
                                                           ------------ --------------- ---------------
                   Total                                $       48,562       1,378,552       1,427,114
                                                           ============ =============== ===============
</TABLE>


         Unconsolidated partnerships and joint ventures in which we have an
investment also had mortgage loans payable of $62.0 million at March 31, 2002
and the Company's proportionate share of these loans is $13.3 million. The
mortgage loans payable are non-recourse and contain no other provisions that
would result in a contingent liability to the Company.

             The fair value of our notes payable and the Line are estimated
based on the current rates available to us for debt of the same remaining
maturities. Variable rate notes payable and the Line are considered to be at
fair value since the interest rates on such instruments reprice based on current
market conditions. Fixed rate loans assumed in the connection with real estate
acquisitions are recorded in the accompanying financial statements at fair
value. Based on the borrowing rates currently available to us for loans with
similar terms and average maturities, the fair value of long-term debt is $1.44
billion.


                                       21
<PAGE>

         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. The Preferred Units, which may be
called by RCLP at par after certain dates ranging from 2003 to 2005, have no
stated maturity or mandatory redemption, and 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 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. The net proceeds of these offerings
were used to reduce the Line. At March 31, 2002 and 2001 the face value of total
preferred units issued was $384 million with an average fixed distribution rate
of 8.72%.

         We intend to continue to grow our portfolio through acquisitions and
development, either directly or through our joint venture relationships. Because
acquisition and development activities are discretionary in nature, they are not
expected to burden our capital resources 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.

Results from Operations

Comparison of the three months ended March 31, 2002 to 2001

         Revenues increased $3.4 million or 4% to $94.6 million in 2002. The
increase was due primarily to revenues from newly completed developments that
only partially operated during 2001, and from growth in rental rates at the
operating properties. Minimum rent increased $5.9 million or 9%, and recoveries
from tenants increased $1.6 million or 8%. At March 31, 2002, we were operating
or developing 271 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
that are not yet fully leased (fully leased generally means greater than 90%
leased) and occupied. Stabilized properties are all properties not identified as
development. At March 31, 2002, we had 233 stabilized shopping centers that were
94.3% leased. In 2002, rental rates grew by 2.2% from renewal leases and new
leases replacing previously occupied spaces in the stabilized properties.

         Service operations revenue includes management fees and commission
income, profits and losses from the sale of developed properties and gains or
losses from the sale of land and outparcels. The Company accounts for profit
recognition on sales of real estate in accordance with FASB Statement No. 66,
"Accounting for Sales of Real Estate." Profits from sales of real estate will
not be recognized by the Company unless a sale has been consummated; the buyer's
initial and continuing investment is adequate to demonstrate a commitment to pay
for the property; the Company has transferred to the buyer the usual risks and
rewards of ownership; and the Company does not have substantial continuing
involvement with the property. Service operations revenue decreased by $3.5
million to $2.0 million in 2002, or 63%. The decrease was primarily due to a
$1.9 million decrease in gains from the sale of land and outparcels and by a
$2.0 million reduction in development profits offset by a $0.4 million increase
in management fees primarily related to the Columbia and MCWR joint ventures.
The reduction in development profits was a result of selling fewer developments
during 2002 vs. 2001.

         Operating expenses increased $1.4 million or 3% to $44.2 million in
2002. Combined operating and maintenance, and real estate taxes increased $1.4
million or 6% during 2002 to $22.8 million. The increase was primarily due to
expenses incurred by newly completed developments that only partially operated
during 2001, and general increases in operating expenses on the stabilized
properties. General and administrative expenses were $4.0 million during 2002
vs. $4.3 million in 2001. Depreciation and amortization increased $1.4 million
during 2002 or 9% primarily due to developments that only partially operated
during 2001.


                                       22
<PAGE>

         We review our real estate portfolio for value impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. We determine impairment based upon the difference
between estimated sales value (less estimated costs to sell) and net book value.

         Interest expense increased to $21.5 million in 2002 from $19.2 million
in 2001 or 12%. The increase was primarily due to higher debt balances and a
higher percentage of outstanding debt with fixed interest rates, which are
generally higher than variable interest rates. Regency had $1.4 billion and $1.3
billion of outstanding debt at March 31, 2002 and March 31, 2001, respectively.
On March 31, 2002, 85% of outstanding debt had fixed interest rates vs. 80% on
March 31, 2001.

         Income from discontinued operations was $3.2 million in 2002 compared
to $0.9 million in 2001 primarily due to the gain recognized on the sale of an
operating property in 2002 of $1.7 million.

         Net income for common unitholders was $25.9 million in 2002 vs. $23.7
million in 2001, or a 9% increase.  Diluted earnings per unit was $0.42 in 2002
vs. $0.39 in 2001, or 8% higher as a result of the increase in net income.

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

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

Inflation
---------

         Inflation has remained relatively low and has had a minimal impact on
the operating performance of the 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 ten years, which permits us to seek increased
rents upon re-rental at market rates. Most of our leases require the tenants to
pay their share of operating expenses, including common area maintenance, real
estate taxes, insurance and utilities, thereby reducing our exposure to
increases in costs and operating expenses resulting from inflation.



                                       23
<PAGE>

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

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

         Regency is exposed to interest rate changes primarily as a result of
the Line and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of Regency's real estate investment portfolio and
operations. 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, and at March 31, 2002,
Regency did not have any borrowings hedged with derivative financial
instruments.

         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
                                 2002       2003        2004        2005       2006    Thereafter      Total        Value
                                 ----       ----        ----        ----       ----    ----------      -----        -----
<S>                             <C>        <C>        <C>         <C>         <C>        <C>         <C>          <C>
Fixed rate debt                 21,331     17,982     204,986     151,895     27,508     784,778     1,208,480    1,225,388
Average interest rate
   for all debt                  7.63%      7.61%       7.65%       7.64%      7.65%       7.63%          -            -
Variable rate LIBOR debt           171      9,563     201,991        -          -           -          211,725      211,725
Average interest rate
   for all debt                  2.72%      2.70%        -           -          -           -            -             -
</TABLE>

         As the table incorporates only those exposures that exist as of March
31, 2002, 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,
Regency's hedging strategies at that time, and interest rates.






                                       24
<PAGE>



Item 6 Exhibits and Reports on Form 8-K:


(a)       Exhibits

10.       Material Contracts
          None

(b)       Reports on Form 8-K
          None






                                       25
<PAGE>





                                    SIGNATURE

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


         Date:  May 15,  2002              REGENCY CENTERS, L.P.



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