United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

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

                  For the quarterly period ended June 30, 1999

                                      -or-

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

               For the transition period from ________ to ________

                       Commission File Number 333-63723-07

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
             (Exact name of registrant as specified in its charter)

         Georgia                                         59-33363127
 (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>
                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                              Balance Sheets

                       June 30, 1999 and December 31, 1998
                                   (unaudited)

<TABLE>
<CAPTION>


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


         Assets
Cash restricted for tenants' security deposits                    $      15,752            21,441

Property and buildings, at cost
    Land                                                              1,123,200         1,123,200
    Buildings and improvements                                        4,499,921         4,426,662
                                                                    ----------------  ----------------
                                                                      5,623,121         5,549,862
    Less accumulated depreciation                                       376,441           319,124
                                                                    ----------------  ----------------

           Net property and buildings                                 5,246,680         5,230,738
                                                                    ----------------  ----------------


Other assets:
    Accounts receivable and other assets                                 33,599            33,782
    Deferred leasing costs, less accumulated
      amortization                                                       21,907            24,952
                                                                    ----------------  ----------------

           Total other assets                                            55,506            58,734
                                                                    ----------------  ----------------

                                                                   $   5,317,938         5,310,913
                                                                    ================  ================



         Liabilities and Partners' Capital
Liabilities:
    Notes  payable (note 2)                                           3,484,916         3,484,916
    Accounts payable and other liabilities                              591,557           345,675
    Tenants' security deposits                                           15,752            21,441
                                                                    ----------------  ----------------
           Total liabilities                                          4,092,225         3,852,032

Partners' capital (note 3)                                            1,225,713         1,458,881
                                                                    ----------------  ----------------

                                                                  $   5,317,938         5,310,913
                                                                    ================  ================

</TABLE>




See accompanying notes to financial statements.
<PAGE>
                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                            Statements of Operations

                      For the Three Months Ended June 30, 1999 and 1998
                                   (unaudited)

<TABLE>
<CAPTION>


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

Revenues:
    Rental income                                       $     171,442            172,399
    Tenant reimbursements and other income                     26,651             26,635
                                                           ---------------   ----------------
             Total revenues                                   198,093            199,034
                                                           ---------------   ----------------


Expenses:
    Depreciation and amortization                              30,869             29,757
    General and administrative                                 36,320             26,237
    Real estate taxes                                          15,141             15,141
    Interest                                                   56,237             54,824
                                                           ---------------   ----------------
             Total expenses                                   138,567            125,959
                                                           ---------------   ----------------

             Net income                                 $      59,526             73,075
                                                           ===============   ================

</TABLE>


See accompanying notes to financial statements.
<PAGE>

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                            Statements of Operations

                      For the Six Months Ended June 30, 1999 and 1998
                                        (unaudited)


<TABLE>
<CAPTION>

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

Revenues:
    Rental income                                       $     345,447            338,043
    Tenant reimbursements and other income                     60,560             57,425
                                                           ---------------   ----------------
             Total revenues                                   406,007            395,468
                                                           ---------------   ----------------


Expenses:
    Depreciation and amortization                              61,345             58,730
    General and administrative                                 66,449             49,068
    Real estate taxes                                          30,612             30,612
    Interest                                                  111,601            109,648
                                                           ---------------   ----------------
             Total expenses                                   270,007            248,058
                                                           ---------------   ----------------

             Net income                                 $     136,000            147,410
                                                           ===============   ================

</TABLE>


See accompanying notes to financial statements.
<PAGE>
                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                            Statements of Cash Flows

                 For the Six Months ended June 30, 1999 and 1998
                                   (unaudited)


<TABLE>
<CAPTION>


                                                                1999              1998
<S>                                                     <C>                  <C>
                                                           ---------------   ----------------
Cash flows from operating activities -
    Net income                                          $     136,000            147,410
    Adjustments to reconcile net income to
      net cash provided by operating activities:
       Depreciation and amortization                           61,345             58,730
       Deferred leasing costs                                    (983)           (21,060)
       Changes in assets and liabilities:
          Accounts receivable and other assets                    183             26,206
          Accounts payable and other liabilities              245,882            142,802
          Cash restricted for tenants security
             deposits                                           5,689             (4,263)
          Tenants' security deposits                           (5,689)             4,263
                                                           ---------------   ----------------
             Net cash provided by
                operating activities                          442,427            354,088
                                                           ---------------   ----------------

Cash flows from investing activities -
    additions to property and buildings                       (73,259)            (9,505)
                                                           ---------------   ----------------

Cash flows from financing activities -
    net contributions (distributions)                        (369,168)          (344,583)
                                                           ---------------   ----------------
             Net cash used in financing activities           (369,168)          (344,583)
                                                           ---------------   ----------------

             Net change in cash                                     --                  --

Cash at beginning of year                                           --                  --
                                                           ---------------   ----------------

Cash at end of year                                     $          --                 --
                                                           ===============   ================


</TABLE>

See accompanying notes to financial statements.
<PAGE>

                           RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                                Notes to Financial Statements

                                       June 30, 1999

                                       (unaudited)

1.       Organization and Principles of Consolidation

         RRC Operating Partnership of Georgia, L.P. (the Partnership) was formed
         on February 22, 1996 as a Georgia  limited  partnership for the purpose
         of acquiring,  leasing and operating Parkway Station Shopping Center, a
         94,290 square foot shopping center located in Warner-Robins, Georgia.

         The  Partnership  interest  is held 16% by  Regency  Centers,  L.P.,  a
         Delaware  partnership  (RCLP),  as general partner,  and 84% by various
         individuals  (Limited  Partners).  The  Partnership  will  terminate on
         December  31, 2050 or earlier  upon the  occurrence  of certain  events
         specified in the Partnership agreement.

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

2.       Notes Payable and Unsecured Line of Credit

         The Partnership has two notes payable to RCLP,  which total  $3,484,916
         at June 30, 1999 and December 31, 1998.  The notes  provide for payment
         of  interest  only  annually  at 6.73%,  and are due in full August 28,
         2012.


3.       Partners' Capital

         The Partnership  Agreement provides,  among other provisions,  that (1)
         100% of the net  income  shall  be  allocated  to  RCLP,  (2)  RCLP has
         complete  discretion as to the operations of Parkway  Station  Shopping
         Center,  and to its  ultimate  disposal,  and (3) the Limited  Partners
         receive  distributions  in an  amount  equal to the  dividends  paid to
         RCLP's parent company's (Regency Realty Corporation) stockholders.
<PAGE>

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

The following  discussion  should be read in conjunction  with the  accompanying
Financial Statements and Notes thereto of RRC Operating  Partnership of Georgia,
L.P. (the  "Partnership")  appearing  elsewhere in this Form 10-Q,  and with the
Partnership's Form 10-K as of December 31, 1998.

Organization

The Partnership was formed on February 22, 1996 as a Georgia limited partnership
for the purpose of acquiring,  leasing and operating  Parkway  Station  Shopping
Center, a 94,290 square foot shopping center located in Warner-Robins, Georgia.

The  Partnership  interest  is held 16% by  Regency  Centers,  L.P.,  a Delaware
partnership (RCLP), as general partner,  and 84% by various individuals (Limited
Partners).  The Partnership  will terminate on December 31, 2050 or earlier upon
the occurrence of certain events specified in the Partnership agreement.

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 and
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
center.

Management  expects to meet long-term  liquidity  requirements  from excess cash
generated from operating activities or advances from RCLP, the general partner.

The Partnership expects that cash provided by operating activities and from RCLP
are adequate to meet liquidity requirements.


Results from Operations

Comparison of the Six Months Ended June 30, 1999 to 1998

Revenues  increased $10,539 or 3% to $406,007 in 1999. Total expenses  increased
$21,949 or 6% to $270,007 in 1999 due to  increases  in repairs and  maintenance
related to the  restriping  of the parking  lot. Net income was $136,000 in 1999
vs.  $147,410  in 1998,  a $11,410 or 8%  decrease  for the  reasons  previously
described.

Comparison of the Three Months Ended June 30, 1999 to 1998

Revenues  for the three  month  periods  ended June 30,  1999 and 1998  remained
constant.  Total  expenses  increased  $12,608 or 10% to $138,567 in 1999 due to
increases in repairs and maintenance as described  above. Net income was $59,526
in 1999  vs.  $73,075  in  1998,  a  $13,549  or 19%  decrease  for the  reasons
previously described.

Inflation

Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping   center,   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

The general accounting and property management of the Partnership are handled by
RCLP's  systems and  applications.  RCLP's  management  recognizes the potential
effect  Year  2000  may  have on the  operations  and,  as a  result,  RCLP  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.

RCLP'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 major tenants and financial institutions.

RCLP'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. They have tested, and remedied as
needed, the general accounting and property  management  information system, all
servers  and  their   operating   systems,   all  principal   desktop   software
applications,  and 70% of the personal computers and PC operating systems. Based
on the test results,  Management does not anticipate any Year 2000 problems that
will materially impact the Partnership's operations or operating results.

An assessment of RCLP's building  management  systems has been  completed.  This
assessment has resulted in the  identification of certain  lighting,  telephone,
and voice mail systems that may not be Year 2000 compliant.  These non-compliant
systems  are in the process of being  replaced.  All such  replacements  will be
completed prior to September 30, 1999. It is expected that the additional  costs
associated with these replacements will be less than $100,000.

RCLP has  surveyed  its  major  tenants,  financial  institutions,  and  utility
companies in order to determine the extent to which they are vulnerable to third
party Year 2000 failures.  We have received responses from 100% of our principal
tenants and financial institutions and 98% of the utility companies that provide
service to our shopping  centers.  All parties have indicated that they are Year
2000  compliant  or  will  be by  September  30,  1999.  However,  there  are no
assurances  that these entities will not experience  failures that might disrupt
the operations of RCLP.

RCLP believes the Year 2000 Compliance Project, summarized above, has adequately
addressed  the Year  2000  risk.  Certain  events  are  beyond  the  control  of
Management,  primarily related to the readiness of customers and suppliers,  and
can not be tested.  Management  believes this risk is mitigated by the fact that
the  Partnership  deals with  numerous  geographically  disbursed  customers and
suppliers.  Any third party failures should be isolated and short term, however,
there  can be no  guarantee  that the  systems  of  unrelated  entities  will be
corrected on a timely basis and will not have an adverse effect on RCLP.

While RCLP does not expect major business  interruptions as a result of the Year
2000 issue,  they are currently  developing a formal Year 2000 contingency plan,
which is expected to be in place by November 1999.
<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The  Partnership is not exposed to market risk since its only debt is fixed rate
and is not a party to market risk sensitive instruments, nor has it been a party
to  market  risk  sensitive  instruments  during  the  reporting  period  or the
preceding fiscal year.
<PAGE>

                                     PART II

Item 6.  Exhibits and Reports on Form 8-K

Reports on Form 8-K
None

Item 27           Financial Data Schedule

<PAGE>



                                    SIGNATURE

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



Date:  August 16, 1999           RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                 By:       Regency Centers, LP., general partner


                                  By:       /s/  J. Christian Leavitt
                                  Vice President, Treasurer
                                  and Secretary of Regency Realty Corporation,
                                   general partner of Regency Centers, L.P.