United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q/A

                                   (Mark One)

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

                                      -or-

                   [ ]Transition Report Pursuant to Section 13 or 15(d) of the
                                   Securities Exchange Act of 1934
          For the transition period from ________ to ________

                         Commission File Number 1-12298

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

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

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

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

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

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


<PAGE>



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

<TABLE>
<CAPTION>

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

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

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

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

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

Limited partners' interest in consolidated partnerships
    (note 2)                                                              7,354,704           7,305,945
                                                                        -----------          -----------
Partners' Capital
Series A preferred units, par
     value $50, 1,600,000 units issued and 
     outstanding at June 30, 1998                                        78,800,000                    -
General partner; 23,253,059 and 21,822,226 units outstanding
     at June 30, 1998 and December 31, 1997, respectively               448,879,503          415,112,127
Limited partners; 1,110,175 and 545,347 units outstanding
     at June 30, 1998 and December 31, 1997, respectively                21,599,672           13,317,134
                                                                       ------------          -----------
                Total partners' capital                                 549,279,175          428,429,261
                                                                       ------------          -----------

Commitments and contingencies

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

See accompanying notes to consolidated financial statements.

<PAGE>

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


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

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

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

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


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

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


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




See accompanying notes to consolidated financial statements.


<PAGE>

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


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

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

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

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

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


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

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


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

</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


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

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

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

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

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

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

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

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



<PAGE>




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

<TABLE>
<CAPTION>



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

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

 Limited and general partnership units
  issued to acquire real estate                                           $       28,963,411       94,769,706
                                                                                 ===========      ===========


</TABLE>


See accompanying notes to consolidated financial statements.




<PAGE>



                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                  
                                    (Unaudited)

1.     Summary of Significant Accounting Policies


       (a)    Organization and Principles of Consolidation

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

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

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

              The Financial  Statements have been prepared pursuant to the rules
              and  regulations of the Securities  and Exchange  Commission,  and
              reflect all adjustments  which are of a normal  recurring  nature,
              and in the opinion of management,  are necessary to properly state
              the  results  of  operations  and  financial   position.   Certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements   prepared  in  accordance  with  generally
              accepted  accounting  principles  have been  condensed  or omitted
              pursuant  to  such  rules  and  regulations,  although  management
              believes that the disclosures are adequate to make the information
              presented not misleading.  The Financial Statements should be read
              in  conjunction  with the financial  statements  and notes thereto
              as of December 31, 1997 included in the Partnership's Form 10
              filed with the Securities and Exchange Commission.

       (b)    Statement of Financial Accounting Standards No. 130

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



<PAGE>



                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998

                                   (unaudited)


1.      Summary of Significant Accounting Policies (continued)


       (c)    Statement of Financial Accounting Standards No. 131

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

       (d)    Emerging Issues Task Force Issue 97-11

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

         (e)     Emerging Issues Task Force Issue 98-9

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

        (f)   Reclassifications

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



<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                   (unaudited)

2.      Acquisitions of Shopping Centers

     During the first six months of 1998, the Partnership acquired a total of 23
shopping centers for approximately $225.2 million (the "1998 Acquisitions").  In
January, 1998, the Partnership entered into an agreement to acquire the shopping
centers  from  various  entities   comprising  the  Midland  Group   ("Midland")
consisting  of 21 shopping  centers plus a  development  pipeline of 11 shopping
centers.  Of the 32 centers to be  acquired  or  developed,  31 are  anchored by
Kroger,  or  its  affiliate.  Eight  of the  shopping  centers  included  in the
development  pipeline  will be  owned  through  a joint  venture  in  which  the
Partnership  will own less than a 50% interest upon  completion of  construction
(the "JV Properties"). As of June 30, 1998, the Partnership has acquired all but
one of the  shopping  centers and all of the JV  Properties.  The  Partnership's
investment in the properties acquired from Midland is $186.6 million at June 30,
1998.  During 1998,  1999 and 2000,  including  all payments  made to date,  the
Partnership will pay approximately $213 million for the 32 properties, including
the assumption of debt, and in addition may pay contingent  consideration  of up
to an estimated $23 million,  through the issuance of Partnership  units and the
payment of cash. Whether contingent consideration will be issued, and if issued,
the amount of such  consideration,  will depend on the satisfaction during 1998,
1999,  and 2000 of  performance  criteria  relating to the assets  acquired from
Midland.  For example,  if a property acquired as part of Midland's  development
pipeline  satisfies   specified   performance   criteria  at  closing  and  when
development  is completed,  the  transferors of the property will be entitled to
     additional   Partnership  units  based  on  the  development  cost  of  the
properties  and their net  operating  income.  Transferors  who  redeemed  their
Partnership  units  for  cash  at  the  initial  Midland  closing  will  receive
contingent future consideration in cash rather than units.

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

3.     Mortgage Loans Payable and Unsecured Line of Credit

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

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


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

<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                   (unaudited)


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

       type of unsecured  financing.  The Line is used  primarily to finance the
       acquisition and development of real estate,  but is available for general
       working capital purposes.
       
     On June 29, 1998,  the  Partnership  issued $80 million of 8.125%  Series A
Cumulative  Redeemable  Preferred  Units  ("Series  A  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred
Units,  which may be called by the Partnership at par on or after June 25, 2003,
have no stated maturity or mandatory redemption, and pay a cumulative, quarterly
distribution at an annualized  rate of 8.125%.  At any time after June 25, 2008,
the Series A  Preferred  Units may be  exchanged  for shares of 8.125%  Series A
Cumulative  Redeemable  Preferred  Stock of Regency at an  exchange  rate of one
share of Series A Preferred  Stock for one Series A Preferred Unit. The Series A
Preferred  Units and Series A Preferred  Stock are not  convertible  into common
stock of  Regency.  The net  proceeds  of the  offering  were used to reduce the
Partnership's bank line of credit.
       
       On July  17,  1998  the  Partnership  completed  a $100  million  private
       offering of term notes at an effective interest rate of 7.17%. The
       Notes were priced at 162.5 basis points over the current  yield for seven
       year US Treasury Bonds.  The net proceeds of the offering will be used to
       repay borrowings under the line of credit.

       Mortgage  loans are  secured  by  certain  real  estate  properties,  but
       generally may be prepaid  subject to a prepayment of a  yield-maintenance
       premium.  Unconsolidated  partnerships  and joint  ventures  had mortgage
       loans  payable of  $62,727,120  at June 30, 1998,  and the  Partnership's
       share of these loans was $25,447,514. Mortgage loans are generally due in
       monthly  installments  of interest and  principal and mature over various
       terms  through  2018.  Variable  interest  rates on  mortgage  loans  are
       currently  based on LIBOR plus a spread in a range of 125 basis points to
       150 basis points. Fixed interest rates on mortgage loans range from 7.04%
       to 9.8%.

       During the first six months of 1998,  the  Partnership  assumed  mortgage
       loans with a face value of  $99,602,679  related  to the  acquisition  of
       shopping  centers.  The  Partnership has recorded the loans at fair value
       which created debt  premiums of $5,148,945  related to assumed debt based
       upon the  above  market  interest  rates of the  debt  instruments.  Debt
       premiums  are  being  amortized  over  the  terms  of  the  related  debt
       instruments.

       As of June 30, 1998,  scheduled  principal  repayments on mortgage  loans
       payable and the unsecured line of credit were as follows:

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



<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                   (unaudited)

4.     Earnings Per Unit

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

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

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

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

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

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

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

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


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998
                                   (unaudited)

4.     Earnings Per Unit  (continued)

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

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

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

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

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

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

                                                    
         Diluted Earnings per Unit                                      $             1.02               .33
                                                                                      ====               ===
</TABLE>
     The Regency  Class B common stock  dividends  are  deducted  from income in
computing  earnings  per unit since the  proceeds of the sale by Regency of the
Class B common  stock was  transferred  to and  reinvested  by the  Partnership.
Accordingly,  payment of such  dividends is dependent upon the operations of the
Partnership.

<PAGE>
                                     PART II

Item 1.  Legal Proceedings

         None

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

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

Organization

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

Of the 124  properties  included in Regency's  portfolio  at June 30, 1998,  103
properties were owned either fee simple or through partnership  interests by the
Partnership.  At June 30, 1998,  Regency had an  investment  in real estate,  at
cost,  of  approximately  $1.1 billion of which $891 million or 81% was owned by
the Partnership.

Shopping Center Business

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

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

     Florida                         36      4,529,458           93.0%             35     4,168,458              93.5%
     Georgia                         25      2,538,711           91.3%             23     2,368,890              92.4%
     North Carolina                  12      1,241,784           97.2%              6       554,332              99.0%
     Ohio                            10      1,045,630           97.3%              -             -                  -
     Texas                            5        450,267           89.6%              -             -                  -
     Colorado                         5        451,949           81.1%              -             -                  -
     Tennessee                        4        295,257           93.7%              3       208,386              98.5%
     Kentucky                         1        205,060           96.1%              -             -                  -
     South Carolina                   1         79,723           95.0%              1        79,743              84.3%
     Virginia                         2        197,324           98.1%              -             -                  -
     Michigan                         1         85,478           99.0%              -             -                  -
     Missouri                         1         82,498           98.4%              -             -                  -
                           ------------    -----------     -----------   -------------   ----------          ---------
         Total                      103      1,203,189           93.1%             68     7,379,778              93.6%
                           ============    ===========     ===========   =============   ==========          =========
                           
</TABLE>
<PAGE>


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

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

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

Acquisition and Development of Shopping Centers

During  the first six  months of 1998,  the  Partnership  acquired a total of 23
shopping centers for approximately $225.2 million (the "1998 Acquisitions").  In
January, 1998, the Partnership entered into an agreement to acquire the shopping
centers  from  various  entities   comprising  the  Midland  Group   ("Midland")
consisting  of 21 shopping  centers plus a  development  pipeline of 11 shopping
centers.  Of the 32 centers to be  acquired  or  developed,  31 are  anchored by
Kroger,  or  its  affiliate.  Eight  of the  shopping  centers  included  in the
development  pipeline  will be  owned  through  a joint  venture  in  which  the
Partnership  will own less than a 50% interest upon  completion of  construction
(the "JV Properties"). As of June 30, 1998, the Partnership has acquired all but
one of the  shopping  centers and all of the JV  Properties.  The  Partnership's
investment in the properties acquired from Midland is $186.6 million at June 30,
1998.  During 1998,  1999 and 2000,  including  all payments  made to date,  the
Partnership will pay approximately $213 million for the 32 properties, including
the assumption of debt, and in addition may pay contingent  consideration  of up
to an estimated $23 million,  through the issuance of Partnership  units and the
payment of cash. Whether contingent consideration will be issued, and if issued,
the amount of such  consideration,  will depend on the satisfaction during 1998,
1999,  and 2000 of  performance  criteria  relating to the assets  acquired from
Midland.  For example,  if a property acquired as part of Midland's  development
pipeline  satisfies   specified   performance   criteria  at  closing  and  when
development  is completed,  the  transferors of the property will be entitled to
     additional   Partnership  units  based  on  the  development  cost  of  the
properties  and their net  operating  income.  Transferors  who  redeemed  their
Partnership  units  for  cash  at  the  initial  Midland  closing  will  receive
contingent future consideration in cash rather than units.

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

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to unit  holders.  Net cash  provided by operating
activities was $26.7 million and $21.5 million for the six months ended June 30,
1998 and 1997. The  Partnership  paid  distributions  of $25.4 million and $13.7
million, during 1998 and 1997, respectively.  In 1998, the Partnership increased
its  quarterly  distribution  per Unit to $.44 per unit  vs.  $.42 per unit in
1997,  had more  outstanding  Units in 1998 vs. 1997; and  accordingly,  expects
distributions paid during 1998 to increase substantially over 1997.

     Management  expects  to meet  long-term  liquidity  requirements  for  debt
maturities,  and  acquisition,  renovation and  development of shopping  centers
from: (i) excess cash generated from operating activities,  (ii) working capital
reserves, (iii) additional debt borrowings, and (iv) additional equity raised in
the public markets. Net cash used in investing activities was $113.5 million and
$122.7  million,  during  1998 and  1997,  respectively.  Net cash  provided  by
financing  activities was $80.1 million and $107.5 million during 1998 and 1997,
respectively.  At June 30,  1998,  the  Company had 20  shopping  centers  under
construction or undergoing major renovations. Total committed costs necessary to
complete the properties  under  development is estimated to be $46.7 million and
will be expended through June 1999.

The  Partnership's  outstanding  debt at June 30,  1998 and  December  31,  1997
consists of the following:
                                                  1998             1997
                                                  ----             ----
    Mortgage Loans Payable:
        Fixed rate secured loans                $189,995,742      114,615,011
        Variable rate secured loans               12,679,515       30,840,978
         Fixed rate unsecured loans               21,765,510                -
    Unsecured line of credit                      89,731,185       48,131,185
                                                 -----------      -----------
        Total                                   $314,171,952      193,587,174
                                                ============      ===========

The weighted  average  interest rate on total debt at June 30, 1998 and 1997 was
7.4% and 7.8% respectively. The Partnership's debt is typically cross-defaulted,
but not  cross-collateralized,  and includes usual and customary affirmative and
negative covenants.

The  Partnership  is a party to a credit  agreement  dated as of March 27, 1998,
providing  for an unsecured  line of credit (the "Line") from a group of lenders
currently  consisting  of Wells Fargo Bank,  National  Association,  First Union
National Bank, Wachovia Bank, N.A., NationsBank, N.A., AmSouth Bank, Commerzbank
AG, Atlanta Branch,  PNC Bank,  National  Association,  and Star Bank, N.A. This
credit agreement modified the terms of the Partnership's existing line of credit
by increasing  the  commitment to $300 million,  reducing the interest rate, and
incorporating a competitive bid facility of up to $150 million of the commitment
amount.  Maximum availability under the Line is based on the discounted value of
a pool of eligible  unencumbered  assets (determined on the basis of capitalized
net operating income) less the amount of the Partnership's outstanding unsecured
liabilities.  The Line matures in May 2000, but may be extended annually for one
year periods.  Borrowings  under the Line bear interest at a variable rate based
on LIBOR plus a specified spread,  (.875% currently),  which is dependent on the
Partnership's  investment grade rating. The Partnership's  ratings are currently
Baa2 from  Moody's  Investor  Service,  BBB from Duff and Phelps,  and BBB- from
Standard and Poors. The Partnership is required to comply with certain financial
and other  covenants  customary  with this type of  unsecured  financing.  These
financial  covenants include (i) maintenance of minimum net worth, (ii) ratio of
total liabilities to gross asset value,  (iii) ratio of secured  indebtedness to
gross asset value, (iv) ratio of EBITDA to interest expense, (v) ratio of EBITDA
to debt service and reserve for replacements, and (vi) ratio of unencumbered net
operating income to interest expense on unsecured indebtedness. The Line is used
primarily to finance the  acquisition  and  development  of real estate,  but is
available for general working capital purposes.
<PAGE>

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

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

Mortgage loans are secured by certain real estate properties,  but generally may
be  prepaid   subject  to  a   prepayment   of  a   yield-maintenance   premium.
Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$62,727,120  at June 30, 1998,  and the  Partnership's  share of these loans was
$25,447,514.  Mortgage  loans  are  generally  due in  monthly  installments  of
interest and principal  and mature over various  terms  through  2018.  Variable
interest rates on mortgage loans are currently based on LIBOR plus a spread in a
range of 125 basis points to 150 basis points.  Fixed interest rates on mortgage
loans range from 7.04% to 9.8%.

During the first six months of 1998, the Partnership assumed mortgage loans with
a face value of $99,602,679 related to the acquisition of shopping centers.  The
Partnership  has recorded the loans at fair value which created debt premiums of
$5,148,945 related to assumed debt based upon the above market interest rates of
the debt  instruments.  Debt premiums are being  amortized over the terms of the
related debt instruments.

As of June 30, 1998,  scheduled  principal  repayments on mortgage loans payable
and the unsecured line of credit were as follows:

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

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

Results from Operations

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

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

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

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

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

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

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

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

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

New Accounting Standards and Accounting Changes

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

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

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


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

Environmental Matters

The Partnership like others in the commercial real estate  industry,  is subject
to numerous environmental laws and regulations and the operation of dry cleaning
plants at the  Partnership's  shopping  centers is the  principal  environmental
concern.  The  Partnership  believes  that the dry  cleaners  are  operating  in
accordance with current laws and  regulations and has established  procedures to
monitor  their  operations.   Based  on  information  presently  available,   no
additional  environmental  accruals were made and  management  believes that the
ultimate  disposition of currently known matters will not have a material effect
on the financial position, liquidity, or operations of the Partnership.

Inflation

Inflation has remained relatively low during 1998 and 1997 and has had a minimal
impact  on  the  operating   performance  of  the  shopping  centers,   however,
substantially  all of the  Partnership's  long-term  leases  contain  provisions
designed to mitigate the adverse impact of inflation.  Such  provisions  include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which  generally  increase  rental  rates  during the terms of the leases.  Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years,  which permits the  Partnership  to seek increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.
<PAGE>

Year 2000 System Compliance

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

The Partnership's  Year 2000 Compliance  Project includes an awareness phase, an
assessment phase, a renovation phase, and a testing phase of our data processing
network,  accounting  and property  management  systems,  computer and operating
systems,  software packages,  and building management systems.  The project also
includes surveying our major tenants and financial institutions.   Total  costs
incurred to date associated with the Partnership's  Year 2000 compliance project
have been reflected in the  Partnership's  income statement  throughout 1997 and
1998, and were approximately $250,000.

The Partnership's computer hardware,  operating systems,  general accounting and
property management systems and principal desktop software applications are Year
2000  compliant as certified by the various  vendors.  We are currently  testing
these  systems,  and expect to complete the testing  phase by December 31, 1998.
Based on initial  testing,  Management  does not anticipate any Year 2000 issues
that will  materially  impact  operations  or  operating  results.  

An  assessment  of  the  Partnership's  building  management  systems  has  been
completed.  This  assessment  has  resulted  in the  identification  of  certain
lighting, telephone, and voice mail systems that may not be Year 2000 compliant.
While we have not yet begun  renovations,  Management  believes that the cost of
upgrading  these systems will not exceed  $500,000.  It is anticipated  that the
renovation and testing phases will be complete by June 30, 1999.

The  Partnership  has surveyed its major tenants and financial  institutions  to
determine the extent to which the  Partnership  is vulnerable to third  parties'
failure to resolve their Year 2000 issues.  The Partnership will be able to more
adequately  assess its third party risk when  responses  are  received  from the
majority of the entities contacted.

Management  believes its planning  efforts are adequate to address the Year 2000
Issue and that its risk  factors  are  primarily  those that it cannot  directly
control,   including   the   readiness  of  its  major   tenants  and  financial
institutions.  Failure  on the  part of  these  entities  to  become  Year  2000
compliant  could  result in  disruption  in the  Partnership's  cash receipt and
disbursement functions. There can be no guarantee,  however, that the systems of
unrelated  entities  upon  which  the  Partnership's  operations  rely  will  be
corrected on a timely basis and will not have a material  adverse  effect on the
Partnership.

The  Partnership  does not have a formal  contingency  plan or a  timetable  for
implementing  one.  Contingency  plans will be  established,  if they are deemed
necessary,   after  the  Partnership  has  adequately  assessed  the  impact  on
operations  should  third  parties  fail to properly  respond to their Year 2000
issues.



<PAGE>


Item 5.  Other Information

                                 Regency Centers, L.P.
                  Pro Forma Condensed Consolidated Financial Statements




 The following unaudited pro forma condensed consolidated balance sheet is based
 upon the historical  consolidated  balance sheet of Regency Centers,  L.P. (the
 Partnership)  as of June  30,  1998 as if the  Partnership  had  completed  the
 acquisition  of two additional  shopping  centers and completed the issuance of
 $100  million  senior  term  notes  subsequent  to period  end.  The  following
 unaudited pro forma  consolidated  statements of operations of the  Partnership
 are based upon the  historical  consolidated  statements of operations  for the
 six-month  period  ended June 30, 1998 and the year ended  December  31,  1997.
 These  statements are presented as if the  Partnership  had acquired all of its
 properties  as  of  January  1,  1997.  These  unaudited  pro  forma  condensed
 consolidated  financial  statements  should  be read in  conjunction  with  the
 Partnership's  registration  statement on Form 10 and quarterly  report on Form
 10-Q/A filed for the period ended June 30, 1998

 The unaudited pro forma  condensed  consolidated  financial  statements are not
 necessarily  indicative  of what the actual  financial  position  or results of
 operations of the Partnership  would have been at June 30, 1998 or December 31,
 1997 assuming the  transactions had been completed as set forth above, nor does
 it purport to represent the financial  position or results of operations of the
 Partnership in future periods.

<PAGE>



                                      Regency Center, L.P.
                           Pro Forma Condensed Consolidated Balance Sheet
                                        June 30, 1998
                                         (Unaudited)
                                        (In thousands)


<TABLE>
<CAPTION>

                                                                    Historical      Adjustments     Pro Forma
                   Assets
   <S>                                                             <C>            <C>        <C>   <C>    

   Real estate investments, at cost                                  $ 836,994       36,243   (a)     873,237
   Construction in progress                                             31,133            -            31,133
       Less: accumulated depreciation                                   24,857            -            24,857
                                                                   ------------   ----------       -----------
           Real estate rental property, net                            843,270       36,243           879,513
                                                                   ------------   ----------       -----------


   Investments in real estate partnerships                              22,401            -            22,401
                                                                   ------------   ----------       -----------

       Net real estate investments                                     865,671       36,243           901,914
                                                                   ------------   ----------       -----------


   Cash and cash equivalents                                             7,998            -             7,998
   Tenant receivables, net of allowance for
       uncollectible accounts                                            8,524            -             8,524
   Deferred costs, less accumulated amortization                         2,589            -             2,589
   Other assets                                                          2,764        1,250   (b)       4,014
                                                                   ------------   ----------       -----------

          Total Assets                                               $ 887,546       37,493           925,039
                                                                   ============   ==========       ===========


       Liabilities and Partners' Capital
   Mortgage loans payable                                            $ 224,441            -           224,441
   Acquisition and development line of credit                           89,731      (62,507) (a)(b)    27,224
   Notes payable                                                             -      100,000   (b)     100,000
                                                                   ------------   ----------       -----------

       Total debt                                                      314,172       37,493           351,665

   Accounts payable and other liabilities                               14,484            -            14,484
   Tenant's security and escrow deposits                                 2,256            -             2,256
                                                                   ------------   ----------       -----------

       Total liabilities                                               330,912       37,493           368,405
                                                                   ------------   ----------       -----------


   Limited partners' interest in consolidated partnerships               7,355            -             7,355
                                                                   ------------   ----------       -----------


   Series A preferred units                                             78,800            -            78,800
   General and limited operating partnership units                     470,479            -           470,479
                                                                   ------------   ----------       -----------

       Total partners' capital                                         549,279            -           549,279
                                                                   ------------   ----------       -----------

          Total liabilities and partners' capital                    $ 887,546       37,493           925,039
                                                                   ============   ==========       ===========
</TABLE>





   See accompanying notes to pro forma condensed consolidated balance sheet.
<PAGE>
                                  Regency Centers, L.P.
                  Notes to Pro Forma Condensed Consolidated Balance Sheet
                                   June 30, 1998
                                    (Unaudited)
                                  (In thousands)



 (a)  Acquisitions of Shopping Centers:

      In January  1998,  the  Partnership  entered  into an agreement to acquire
      shopping  centers  from  various  entities  comprising  the Midland  Group
      consisting  of  21  shopping   centers  plus  11  shopping  centers  under
      development.  The Partnership  had acquired 20 of the 21 Midland  shopping
      centers  prior to June 30, 1998  containing  2.0  million  square feet for
      approximately  $167.1 million.  Those shopping centers are included in the
      Partnership's  June 30, 1998 balance  sheet.  The one  remaining  shopping
      center,  Windmiller Farms, was acquired on July 15, 1998 using funds drawn
      on the Line.  The center was acquired for an aggregate  purchase  price of
      $13.3 million which is reflected in the pro forma balance sheet.

      Subsequent  to June 30,  1998,  the  Partnership  expects  to  acquire  an
      additional  three  properties  under  development  for $41.3  million.  In
      addition,  during  1998,  the  Partnership  expects to pay $4.6 million in
      additional   costs  related  to  joint  venture   investments   and  other
      transaction  costs related to acquiring the various  shopping centers from
      Midland, and during 1999 and 2000 expects to pay contingent  consideration
      of $23.0 million.  The following  table  represents  the properties  under
      development  which the  Partnership  expects to acquire  from Midland upon
      completion of construction  during 1998. These properties are not included
      in these pro forma condensed consolidated financial statements.

                                                                 Expected
                                            Acquisition          Purchase
                                                Date              Price
                                           ---------------     -------------
          Garner Festival                    October-98      $       20,571
          Nashboro                           October-98               7,260
          Crooked Creek                      October-98              13,471
                                                               =============
                                                             $       41,302
                                                               =============


      In addition,  the  Partnership  acquired one other shopping  center for an
      aggregate  purchase  price of $22.9  million which is reflected in the pro
      forma balance sheet. The shopping center,  Pike Creek Shopping Center, was
      acquired on August 4, 1998 using funds drawn on the Line.

 (b)  Represents  the proceeds from a $100 million debt offering  completed July
      15, 1998, less offering costs of 1.25%.  At closing,  the Company used the
      net proceeds  from the Offering  ($98.8  million) for the repayment of the
      balance  outstanding  on the Line and the remainder was used to offset the
      $36.2 million  borrowed on the Line for the acquisitions of Pike Creek and
      Windmiller Farms. The Company has recorded $1.2 million of financing costs
      as an "Other Asset" to be amortized over the term of the Notes.
<PAGE>
                                  Regency Centers, L.P.
                     Pro Forma Consolidated Statements of Operations
                       For the Six Month Period Ended June 30, 1998
                           and the Year Ended December 31, 1997
                                        (Unaudited)
                        (In thousands, except unit and per unit data)

<TABLE>
<CAPTION>




                                                                For the Six Month Period Ended June 30, 1998
                                                                     Midland      Acquisition       Other
                                                      Historical     Properties     Properties     Adjustments  Pro Forma
                                                                       (d)           (e)
<S>                                                   <C>           <C>        <C> <C>       <C>  <C>        <C>  <C>

Revenues:
     Minimum rent                                        $ 37,202       3,913         3,026            (697) (i)   43,444
     Percentage rent                                          623           -           154              (8) (i)      769
     Recoveries from tenants                                8,345         542           711             (67) (i)    9,531
     Management, leasing and brokerage fees                 5,406           -             -               -         5,406
     Equity in income of investments in real
      estate partnership                                      146           -             -               -           146
                                                      ------------  ----------     ---------      ----------      -------
                                                           51,722       4,455         3,891            (772)       59,296
                                                      ------------  ----------     ---------      ----------      -------
Operating expenses:
     Depreciation and amortization                          8,740         817  (f)      891  (f)       (453) (i)    9,995
     Operating and maintenance                              6,371         283           331            (122) (i)    6,863
     General and administrative                             7,262         231           203             (25) (i)    7,671
     Real estate taxes                                      4,398         488           481             (81) (i)    5,286
                                                      ------------  ----------     ---------      ----------      --------
                                                           26,771       1,819         1,906            (681)       29,815
                                                      ------------  ----------     ---------      ----------      --------
 Interest expense (income):
     Interest expense                                       9,250       2,646  (g)    2,135  (h)     (2,834) (j)   11,197
     Interest income                                         (933)          -             -               -          (933)
                                                      ------------  ----------     ---------      ----------      --------
                                                            8,317       2,646         2,135          (2,834)       10,264
                                                      ------------  ----------     ---------      ----------      --------
     Income before minority interest
         and gain on sale of real
         estate investments                                16,634         (10)         (150)          2,743        19,217

 Gain on sale of real estate investments                   10,746           -             -          (9,336) (i)    1,410
 Minority interest                                           (200)          -             -               -          (200)
                                                      ------------  ----------     ---------      ----------      --------
     Net income                                            27,180         (10)         (150)         (6,593)       20,427

 Preferred distributions                                        -           -             -          (3,250) (k)   (3,250)
                                                      ------------  ----------     ---------      ----------      --------
     Net income for unit holders                         $ 27,180         (10)         (150)         (9,843)       17,177
                                                      ============  ==========     =========      ==========      ========

 Net income per unit (note (l)):
     Basic                                               $   1.04                                                 $  0.61
                                                      ============                                                ========
     Diluted                                             $   1.02                                                 $  0.60
                                                      ============                                                ========

</TABLE>


 See accompanying notes to pro forma consolidated statements of operations.
<PAGE>


                                 Regency Centers, L.P.
                      Pro Forma Consolidated Statements of Operations
                        For the Six Month Period Ended June 30, 1998
                           and the Year Ended December 31, 1997
                                        (Unaudited)
                       (In thousands, except unit and per unit data)

<TABLE>
<CAPTION>
                                                              For the Year Ended December 31, 1997
                                                        Branch       Midland      Acquisition       Other
                                          Historical  Properties     Properties     Properties     Adjustments  Pro Forma
<S>                                        <C>        <C>           <C>        <C> <C>       <C>  <C>        <C> <C>
                                                          (c)          (d)           (e)
Revenues:
     Minimum rent                          $ 53,330         3,596      16,482        12,739          (4,136) (i)   82,011
     Percentage rent                            898           167           -           367               -         1,432
     Recoveries from tenants                 12,993           751       2,240         3,115            (548) (i)   18,551
     Management, leasing and brokerage fees   7,997         1,060           -             -               -         9,057
     Equity in income of investments
         in real estate partnerships             33             -           -             -               -            33
                                           ---------  ------------  ----------     ---------      ----------     ---------
                                             75,251         5,574      18,722        16,221          (4,684)      111,084
                                           ---------  ------------  ----------     ---------      ----------     ---------
Operating expenses:
     Depreciation & amortization             11,905           972       2,994  (f)    3,364  (f)       (855) (i)   18,380
     Operating and maintenance               10,688           595       1,194         1,780          (1,260) (i)   12,997
     General and administrative               9,964           683       1,042           878             (49) (i)   12,518
     Real estate taxes                        6,451           404       1,635         1,876            (447) (i)    9,919
                                           ---------  ------------  ----------     ---------      ----------     ---------
                                             39,008         2,654       6,865         7,898          (2,611)       53,814
                                           ---------  ------------  ----------     ---------      ----------     ---------
 Interest expense (income):
     Interest expense                        13,614         1,517      10,353  (g)    8,610  (h)     (7,179) (j)   26,915
     Interest income                           (935)          (33)          -             -               -          (968)
                                           ---------  ------------  ----------     ---------      ----------     ---------
                                             12,679         1,484      10,353         8,610          (7,179)       25,947
                                           ---------  ------------  ----------     ---------      ----------     ---------

     Income before minority interest
         and gain on sale of real
         estate investments                  23,564         1,436       1,504          (287)          5,106        31,323

 Gain on sale of real estate investments        451             -           -             -            (451) (i)        -
 Minority interest                             (505)         (313)          -             -               -          (818)
                                           ---------  ------------  ----------     ---------      ----------     ---------
     Net income                              23,510         1,123       1,504          (287)          4,655        30,505

 Preferred distributions                          -             -           -             -          (6,500) (k)   (6,500)
                                                                                                                
                                           ---------  ------------  ----------     ---------      ----------     ---------
     Net income for unit holders           $ 23,510         1,123       1,504          (287)         (1,845)       24,005
                                           =========  ============  ==========     =========      ==========     =========

 Net income per unit (note (l)):
     Basic                                 $   1.20                                                              $   1.23
                                           =========                                                             =========

     Diluted                                 $ 1.12                                                                $ 1.15
                                          ==========                                                            ==========

</TABLE>


 See accompanying notes to pro forma consolidated statements of operations.
<PAGE>
                                  Regency Centers, L.P.
                  Notes to Pro Forma Consolidated Statements of Operations
                        For the Six  Month  Period  Ended  June 30,
                         1998 and the Year  ended  December  31, 1997
                                       (Unaudited)
                     (In thousands, except unit and per unit data)

(c)  Reflects pro forma results of operations for the Branch Properties for
     the period from January 1, 1997 to March 7, 1997 (acquisition date).

(d)  Reflects  revenues and certain expenses for the Midland  Properties for the
     period from  January 1, 1998 to the earlier of the  respective  acquisition
     date of the property or June 30, 1998,  and for the year ended December 31,
     1997.
<TABLE>
<CAPTION>

                       For the period ended June 30, 1998
         Property           Acquisition   Minimum       Recoveries      Operating and      Real           General and
           Name               Date          Rent         from Tenants    Maintenance   Estate Taxes       Administrative
                            ---------    -----------    ------------   -------------  --------------      -------------
         <S>                 <C>       <C>             <C>             <C>            <C>                <C>
   
         Windmiller Farms    7/15/98    $        574   $         90    $        34    $           71     $           32
         Franklin Square     4/29/98             414             56             52                31                 32
         St. Ann Square      4/17/98             217             44             18                35                 12
         East Point Crossing 4/29/98             268             52             16                35                 17
         North Gate Plaza    4/29/98             234             33             18                27                 10
         Worthington Park    4/29/98             281             68             22                40                 19
         Beckett Commons      3/1/98             113              7              6                14                  4
         Cherry Grove Plaza   3/1/98             239             11             13                22                 21
         Bent Tree Plaza      3/1/98             137             11              7                59                  8
         West Chester Plaza   3/1/98             130             12             13                42                  7
         Brookville Plaza     3/1/98              95              5              5                 8                  4
         Lake Shores Plaza    3/1/98             123             10              5                16                  6
         Evans Crossing       3/1/98             116              4              5                 8                  6
         Statler Square       3/1/98             164             15             13                 1                  8
         Kernersville Plaza   3/1/98             120              4              8                 8                  8
         Maynard Crossing     3/1/98             272             38             13                15                 15
         Shoppes at Mason     3/1/98             116             27             15                33                  6
         Lake Pine Plaza      3/1/98             152             13             10                 8                  9
         Hamilton Meadows     3/1/98             148             42             10                15                  7
                                         -----------    -----------     ----------     -------------     --------------
                                       $       3,913    $       542     $      283     $         488     $          231
                                         ===========    ===========     ==========     =============      =============
</TABLE>
<TABLE>
<CAPTION>


                                         For the year ended December 31, 1997
         Property           Acquisition   Minimum       Recoveries      Operating and      Real           General and
           Name               Date          Rent         from Tenants    Maintenance   Estate Taxes       Administrative
                            ---------    -----------    --------------  ------------  --------------      -------------
        <S>                  <C>       <C>             <C>             <C>            <C>                <C>
         Windmiller Farms    7/15/98    $      1,157   $        181    $        69    $          143     $           64
         Franklin Square     4/29/98           1,270            171            158                94                 98
         St. Ann Square      4/17/98             741            149             60               119                 42
         East Point Crossing 4/29/98             821            159             50               107                 51
         North Gate Plaza    4/29/98             718            100             56                84                 32
         Worthington Park    4/29/98             862            208             67               124                 59
         Beckett Commons      3/1/98             687            140             38                83                 47
         Cherry Grove Plaza   3/1/98           1,445            175             85               131                105
         Bent Tree Plaza      3/1/98             786            130             64                59                 48
         West Chester Plaza   3/1/98             807             70             72                84                 45
         Brookville Plaza     3/1/98             571             42             34                50                 30
         Lake Shores Plaza    3/1/98             759            156             55                96                 32
         Evans Crossing       3/1/98             613             84             34                50                 33
         Statler Square       3/1/98             913             76             43                54                 60
         Kernersville Plaza   3/1/98             605             58             29                51                 33
         Maynard Crossing     3/1/98           1,367            133             78                95                104
         Shoppes at Mason     3/1/98             644             56             61                65                 38
         Lake Pine Plaza      3/1/98             827             93             54                51                 46
         Hamilton Meadows     3/1/98             889             59             87                95                 75
                                         -----------    -----------     ----------    --------------     --------------
                                       $      16,482    $     2,240     $    1,194    $        1,635     $        1,042
                                         ===========    ===========     ==========     =============      =============
</TABLE>

<PAGE>

                                Regency Centers, L.P.
                 Notes to Pro Forma Consolidated Statements of Operations
                       For the Six  Month  Period  Ended  June 30,
                          1998 and the Year  ended  December  31, 1997
                                       (Unaudited)
                    (In thousands, except unit and per unit data)



(e)  Reflects  revenues and certain  expenses of the Acquisition  Properties for
     the  period  from  January  1,  1998  to  the  earlier  of  the  respective
     acquisition  date of the property or June 30, 1998,  and for the year ended
     December 31, 1997.

<TABLE>
<CAPTION>

                                   For the period ended June 30, 1998
   Property           Acquisition   Minimum       Percentage      Recoveries       Operating and        Real         General and
     Name               Date          Rent           Rent          from Tenants     Maintenance     Estate Taxes     Administrative
                      ---------    -----------    -----------     -------------  -------------      -------------    ------------
   <S>                 <C>        <C>            <C>             <C>            <C>                <C>              <C>

   Bloomingdale Square 2/11/98    $        214   $          6    $        53    $           25     $           24   $          21
   Silverlake           6/3/98             346              -             60                36                 36              18
   Highland Square     6/17/98             516             51             86                46                 79              60
   Shoppes @ 104       6/19/98             620              -            133                72                 79              28
   Fleming Island      6/30/98             348              -            289                39                194              36
   Pike Creek           8/4/98             982             97             90               113                 69              40
                                   -----------    -----------     ----------     -------------      -------------    ------------
                                  $      3,026   $        154    $       711    $          331     $          481   $         203
                                   ===========    ===========     ==========     =============      =============    ============

</TABLE>
<TABLE>
<CAPTION>

                                   For the year ended December 31, 1997
   Property           Acquisition   Minimum       Percentage      Recoveries       Operating and        Real         General and
     Name               Date          Rent           Rent          from Tenants     Maintenance       Estate Taxes   Administrative
                      ---------    -----------    -----------     -------------  ---------------      -------------    ------------
   <S>                 <C>        <C>             <C>             <C>            <C>                <C>              <C>


   Oakley Plaza         3/14/97    $        142   $          -    $        14    $           13     $           13   $           8
   Mariner's Village    3/25/97             185              6             37                45                 33               7
   Carmel Commons       3/28/97             297             11             63                38                 35              22
   Mainstreet Square    4/15/97             193              -             34                42                 30              15
   East Port Plaza      4/25/97             543              -            107                96                 65              33
   Rivermont Station    6/30/97             642              -            124                65                 56              34
   Lovejoy Station      6/30/97             306              -             63                36                 29               9
   Tamiami Trails       7/10/97             508              -            163               124                 66              30
   Garden Square        9/19/97             671              -            232               144                 99              50
   Boynton Lakes Plaza  12/1/97           1,159              -            391               267                250              80
   Pinetree Plaza      12/23/97             279              -             51                50                 37              21
   Bloomingdale Square  2/11/98           1,863             43            459               215                209             184
   Silverlake            6/3/98             819              -            142                85                 85              43
   Highland Square      6/17/98           1,122            111            187                99                171             130
   Shoppes @104         6/19/98           1,332              -            285               154                170              60
   Fleming Island       6/30/98             698              -            581                79                388              72
   Pike Creek            8/4/98           1,980            196            182               228                140              80
                                     -----------    -----------     ----------     -------------      -------------    ------------
                                  $      12,739   $        367    $     3,115    $        1,780     $        1,876   $         878
                                     ===========    ===========     ==========     =============      =============    ============

</TABLE>
<PAGE>
                                   Regency Centers, L.P.
                  Notes to Pro Forma Consolidated Statements of Operations
                        For the Six  Month  Period  Ended  June 30,
                          1998 and the Year  ended  December  31, 1997
                                          (Unaudited)
                       (In thousands, except unit and per unit data)


(f)  Depreciation  expense  is  based  on  the  estimated  useful  life  of  the
     properties  acquired.  For  properties  under  construction,   depreciation
     expense  is  calculated  from the date the  property  is placed in  service
     through the end of the period. In addition, the six month period ended June
     30, 1998 and year ended December 31, 1997 calculations reflect depreciation
     expense  on the  properties  from  January  1, 1997 to the  earlier  of the
     respective acquisition date of the property or June 30, 1998.

<TABLE>
<CAPTION>

                                                                    For the period ended June 30, 1998
         Property                                       Building and    Year Building                     Depreciation
           Name                                          Improvements   Built/Renovated  Useful Life         Adjustment
                                                        --------------  ---------------  -----------      -------------
         <S>                                          <C>                <C>           <C>              <C>    

         Bloomingdale Square                          $     13,189        1987              30          $           51
         Silverlake Shopping Center                          7,584        1988              31                     103
         Highland Square                                     9,049        1960              20                     208
         Shoppes @104                                        6,439        1990              33                      91
         Fleming Island                                      4,773        1994              37                      64
         Pike Creek                                         18,082        1981              24                     374
                                                                                                          -------------
            Acquisition Properties pro forma
              depreciation adjustment                                                                   $          891
                                                                                                          =============


         Midland Properties                           $    131,065       Ranging from  Ranging from
                                                                         1986 to 1996    29 to 40       $          817
                                                                                                          =============
</TABLE>

<TABLE>
<CAPTION>
             
                                                               For the year ended December 31, 1997
         Property                                       Building and    Year Building                     Depreciation
           Name                                          Improvements   Built/Renovated  Useful Life         Adjustment
                                                        -------------  ----------------  -----------      -------------
         <S>                                          <C>                <C>           <C>              <C>    

         Oakley Plaza                                 $      6,428        1988              31          $           41
         Mariner's Village                                   5,979        1986              29                      47
         Carmel Commons                                      9,335        1979              22                     101
         Mainstreet Square                                   4,581        1988              31                      43
         East Port Plaza                                     8,179        1991              34                      76
         Rivermont Station                                   9,548        1996              39                     121
         Lovejoy Station                                     5,560        1995              38                      73
         Tamiami Trails                                      7,598        1987              30                     133
         Garden Square                                       7,151        1991              34                     151
         Boynton Lakes Plaza                                 9,618        1993              36                     244
         Pinetree Plaza                                      3,057        1982              25                     120
         Bloomingdale Square                                13,189        1987              30                     440
         Silverlake Shopping Center                          7,584        1988              31                     245
         Highlands Square                                    9,049        1960              20                     452
         Shoppes @104                                        6,439        1990              33                     195
         Fleming Island                                      4,773        1994              37                     129
         Pike Creek                                         18,082        1981              24                     753
                                                                                                          -------------
            Acquisition Properties pro forma 
              depreciation adjustment                                                                   $        3,364
                                                                                                          =============

         Midland Properties                                131,065       Ranging from  Ranging from
                                                                         1986 to 1996    29 to 40       $        2,994
                                                                                                          =============
</TABLE>

<PAGE>

                                 Regency Centers, L.P.
                 Notes to Pro Forma Consolidated Statements of Operations
                        For the Six  Month  Period  Ended  June 30,
                          1998 and the Year  ended  December  31, 1997
                                       (Unaudited)
                    (In thousands, except unit and per unit data)



(g)  To  reflect   interest  expense  on  the  Line  required  to  complete  the
     acquisition of the Midland Properties at the average interest rate afforded
     the  Partnership  (6.525%) and the assumption of $97.0 million of debt. For
     properties under construction, interest expense is calculated from the date
     the property is placed in service through the end of the period.


            Pro forma interest adjustment for the 
             six month period ended June 30, 1998               $        2,646
                                                                 =============

            Pro forma interest adjustment for the
             for the year ended December 31, 1997               $       10,353
                                                                 =============


(h)  To  reflect   interest  expense  on  the  Line  required  to  complete  the
     acquisition  of the  Acquisition  Properties  at the average  interest rate
     afforded the Partnership (6.525%). The six month period ended June 30, 1998
     and year ended December 31, 1997 calculation  reflects  interest expense on
     the properties from January 1, 1997 to the respective  acquisition  date of
     the property.


            Pro forma interest adjustment for the
              six-month period ended June 30, 1998              $        2,135
                                                                 =============

            Pro forma interest adjustment for the
              year ended December 31, 1997                      $        8,610
                                                                 =============
     
(i)  In  December,  1997,  the  Partnership  sold one office  building  for $2.6
     million and  recognized  a gain on the sale of  $451,000.  During the first
     quarter of 1998, the Partnership  sold three office  buildings and a parcel
     of land  for  $26.7  million,  and  recognized  a gain on the  sale of $9.3
     million.  The adjustments to the pro forma statements of operations reflect
     the  reversal  of the  revenues  and  expenses  from the  office  buildings
     generated  during  1997 and  1998,  including  the gains on the sale of the
     office buildings as if the sales had been completed on January 1, 1997. The
     Partnership  believes that  excluding  the results of operations  and gains
     related to the office  buildings sold is necessary for an  understanding of
     the continuing operations of the Partnership as the Partnership does not
     intend to own, operate or sell office buildings in the future.

(j)  To reflect  (i)  interest  expense and loan cost  amortization  on the $100
     million debt offering  offset by (ii) the reduction of interest  expense on
     the Line and  mortgage  loans from the proceeds of the debt  offering,  the
     issuance of the Series A preferred  units and the proceeds from the sale of
     the office buildings referred to in note (i).

            Pro forma interest adjustment for the
             six-month period ended June 30, 1998             $       (2,834)
                                                               =============

            Pro forma interest adjustment for the
              year ended December 31, 1997                    $       (7,179)
                                                               =============


(k)  To reflect the distribution on the offering of Series A preferred units
     at an assumed annual rate of 8.125% for the six-month period ended June
     30, 1998 and year ended December 31, 1997.
<PAGE>


                                  Regency Centers, L.P.
                   Notes to Pro Forma Consolidated Statements of Operations
                        For the Six  Month  Period  Ended  June 30,
                          1998 and the Year  ended  December  31, 1997
                                        (Unaudited)
                      (In thousands, except unit and per unit data)




(l)  The following summarizes the calculation of basic and diluted earnings per
     unit for the six-month period ended June 30, 1998 and the year ended 
     December 31, 1997:



<TABLE>
<CAPTION>

 
                                                                                   For the Six        For the year
                                                                                  Months Ended            Ended
                                                                                  June 30, 1998      December 31, 1997
                                                                                  -------------      -----------------
    <S>                                                                         <C>                <C>   

    Basic Earnings Per Unit (EPU) Calculation:
       Weighted average common units outstanding                                        23,602             15,327
                                                                                  =============      =============

       Net income for unit holders                                              $       17,177     $       24,005
       Less: dividends paid on Regency Class B common stock                              2,689              5,140
                                                                                  -------------      -------------
       Net income for Basic and Diluted EPU                                     $       14,488     $       18,865
                                                                                  =============      =============

    Basic EPU                                                                   $         0.61     $         1.23
                                                                                  =============      =============

    Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average common units outstanding for Basic EPU                          23,602             15,327
       Incremental units to be issued under common
         stock options using the Treasury method                                            27                 80
       Contingent units for the acquisition
         of real estate                                                                    428                955
                                                                                  -------------      -------------
              Total Diluted Units                                                       24,057             16,362
                                                                                  =============      =============

    Diluted EPU                                                                 $         0.60     $         1.15
                                                                                  =============      =============
</TABLE>

<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:  October 20, 1998                       REGENCY CENTERS, L.P.



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

<PAGE>