United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] 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 0-24763

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

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

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

                               (904) 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, 1999 and December 31, 1998
<TABLE>
<CAPTION>


                                                                 1999                 1998
<S>                                                       <C>                    <C>
                                                                 ----                 ----
Assets                                                       (unaudited)
Real estate investments, at cost:
 Land                                                     $    528,583,689          222,259,131
 Buildings and improvements                                  1,692,245,580          795,124,798
 Construction in progress - development for investment          54,783,730           15,647,659
 Construction in progress - development for sale                84,535,053           20,869,915
                                                            ---------------      ---------------
                                                             2,360,148,052        1,053,901,503
  Less:  accumulated depreciation                               58,432,768           36,752,466
                                                            ---------------      ---------------
                                                             2,301,715,284        1,017,149,037

 Investments in real estate partnerships                        43,737,090           30,630,540
                                                            ---------------      ---------------
  Net real estate investments                                2,345,452,374        1,047,779,577

Cash and cash equivalents                                        9,674,631           15,536,926
Tenant receivables, net of allowance for uncollectible
accounts of $1,823,732 and $1,787,866 at June 30, 1999
and December 31, 1998, respectively                             26,301,854           13,712,937
Deferred costs, less accumulated amortization of
$3,651,223 and $2,350,267 at June 30, 1999
and December 31, 1998, respectively                              9,656,375            5,156,289
Other assets                                                     6,334,639            4,251,221
                                                            ---------------      ---------------

                                                          $  2,397,419,873        1,086,436,950
                                                            ===============      ===============

Liabilities and Partners' Capital
Liabilities:
 Notes payable                                                  736,274,210          362,744,897
 Acquisition and development line of credit                     243,879,310          117,631,185
 Accounts payable and other liabilities                          43,159,760           17,596,224
 Tenants' security and escrow deposits                            6,533,671            2,638,033
                                                            ---------------      ---------------

   Total liabilities                                          1,029,846,951          500,610,339
                                                            ---------------      ---------------

Limited partners' interest in consolidated partnerships
    (note 2)                                                     11,050,830           11,558,619
                                                             ---------------      ---------------

Partners' Capital:
Series A preferred units, par value $50,
  1,600,000 units issued and outstanding at
  June 30, 1999 and December 31, 1998                            78,800,000           78,800,000
General partner; 58,187,479 and 24,537,723
  units outstanding at June 30, 1999 and
  December 31, 1998, respectively                             1,236,171,847          472,748,608
Limited partners; 1,928,490 and
  1,147,446 units outstanding at June 30, 1999
  and December 31, 1998, respectively                            41,550,245           22,719,384
                                                             ---------------      ---------------
   Total partners' capital                                    1,356,522,092          574,267,992
                                                             ---------------      ---------------

Commitments and contingencies

                                                          $   2,397,419,873        1,086,436,950
                                                             ===============      ===============

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>




                                             REGENCY CENTERS, L.P.
                                  Consolidated Statements of Operations
                          For the Three Months ended June 30, 1999 and 1998
                                                (unaudited)


                                                     1999                  1998
                                                      ----                 ----
Revenues:
  Minimum rent                              $     54,953,189          21,124,547
  Percentage rent                                    444,203             281,359
  Recoveries from tenants                         14,292,872           4,721,860
  Management, leasing and brokerage fees           4,118,783           3,259,509
  Equity in income of investments in
     real estate partnerships                      1,395,100             145,425
                                              ---------------      -------------

   Total revenues                                 75,204,147          29,532,700
                                              ---------------      -------------

Operating expenses:
 Depreciation and amortization                    11,460,840           4,814,460
 Operating and maintenance                         9,108,016           3,447,740
 General and administrative                        5,143,534           3,529,341
 Real estate taxes                                 7,030,429           2,462,897
 Other expenses                                      375,000             300,000

                                              ---------------      -------------
   Total operating expenses                       33,117,819          14,554,438
                                              ---------------      -------------

Interest expense (income):
 Interest expense                                 16,168,053           6,638,099
 Interest income                                    (639,929)          (615,226)

                                               ---------------     -------------
   Net interest expense                           15,528,124           6,022,873
                                               ---------------     -------------

Income before minority interests and sale
 of real estate investments                       26,558,204           8,955,389
                                               ---------------     -------------

Gain on sale of real estate investments                   -              508,678
Minority interest of limited partnersC              (486,094)          (103,009)
                                               ---------------     -------------

 Net income                                       26,072,110           9,361,058

Preferred unit distribution                       (1,625,001)                  -
                                               ---------------     -------------

Net income for common unitholders           $     24,447,109           9,361,058
                                               ===============     =============

Net income per common unit:
          Basic                             $           0.41                0.32
                                               ===============     =============

          Diluted                           $           0.41                0.32
                                               ===============     =============






See accompanying notes to consolidated financial statements

<PAGE>


                                  REGENCY CENTERS, L.P.
                         Consolidated Statements of Operations
                     For the Six Months ended June 30, 1999 and 1998
                                     (unaudited)


                                                    1999                 1998
                                                    ----                 ----
Revenues:
  Minimum rent                                 $ 90,508,619           39,197,149
  Percentage rent                                   772,174              831,576
  Recoveries from tenants                        22,781,244            8,559,090
  Management, leasing and brokerage fees          6,013,830            5,988,181
  Equity in income of investments in
  real estate partnerships                        2,136,203              146,411

                                             ---------------       -------------
  Total revenues                                122,212,070           54,722,407
                                             ---------------       -------------

Operating expenses:
 Depreciation and amortization                   19,967,159            9,175,119
 Operating and maintenance                       15,410,001            6,632,184
 General and administrative                       8,780,893            6,962,449
 Real estate taxes                               11,401,939            4,715,289
 Other expenses                                     525,000              300,000

                                             ---------------       -------------
  Total operating expenses                       56,084,992           27,785,041
                                             ---------------       -------------

Interest expense (income):
 Interest expense                                25,826,013           10,799,357
 Interest income                                 (1,092,818)           (933,472)

                                             ---------------       -------------
  Net interest expense                           24,733,195            9,865,885
                                             ---------------       -------------

Income before minority interests and sale
 of real estate investments                      41,393,883           17,071,481
                                             ---------------       -------------

Gain on sale of real estate investments                   -           10,746,097
Minority interest of limited partners              (747,033)           (200,159)
                                             ---------------        ------------

Net income                                       40,646,850           27,617,419

Preferred unit distribution                      (3,250,002)                   -
                                              ---------------       ------------

Net income for common unitholders             $  37,396,848           27,617,419
                                              ===============       ============

Net income per common unit:
  Basic                                       $        0.75                1.01
                                              ===============      =============

  Diluted                                     $        0.75                1.00
                                              ===============      =============





See accompanying notes to consolidated financial statements
<PAGE>
                            REGENCY CENTERS, L.P.
                  Consolidated Statements of Changes in Capital
                     For the Six Months Ended June 30, 1999
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                    Series A
                                                    Preferred           General              Limited               Total
                                                      Units             Partner             Partners              Capital
<S>                                           <C>                  <C>                  <C>                  <C>

Balance December 31, 1998                     $      78,800,000          472,748,608           22,719,384           574,267,992

Net income                                            3,250,002           36,058,337            1,338,511            40,646,850
Cash contributions from the                                                                                                   -
  issuance of Regency stock/units                             -               70,809                    -                70,809
Cash distributions for dividends                              -          (40,766,863)          (1,437,429)          (42,204,292)
Preferred unit distribution                          (3,250,002)                   -                    -            (3,250,002)
Other contributions (distributions), net                      -           (5,780,775)                   -            (5,780,775)
Units issued for acquisition
  of real estate                                              -          766,258,365           26,513,145           792,771,510
Units exchanged for common
  stock of Regency                                            -            7,583,366           (7,583,366)                    -
                                                  -------------       --------------        -------------        --------------
Balance June 30, 1999                         $      78,800,000        1,236,171,847           41,550,245         1,356,522,092
                                                  =============       ==============        =============        ==============


</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, 1999 and 1998
                              (unaudited)
<TABLE>
<CAPTION>
                                                                      1999                  1998
<S>                                                             <C>                       <C>


Cash flows from operating activities:
   Net income                                                   $   40,646,850              27,617,419
   Adjustments to reconcile net income to net
   Cash provided by operating activities:
   Depreciation and amortization                                    19,967,159               9,175,119
   Deferred financing cost and debt premium amortization               (82,187)               (115,200)
   Stock based compensation                                          1,264,038               1,306,757
   Minority interest of limited partners                               747,033                 200,159
   Equity in income of investments in real estate partnerships      (2,136,203)               (146,411)
   Gain on sale of real estate investments                                  -              (10,746,097
   Changes in assets and liabilities:
   Tenant receivables                                               (8,445,600)             (1,654,241)
   Deferred leasing commissions                                     (1,868,040)               (502,290)
   Other assets                                                        901,449              (1,659,589
   Tenants' security deposits                                           77,215                 403,176
   Accounts payable and other liabilities                            7,584,010               3,006,366
                                                                ----------------          --------------
      Net cash provided by operating activities                     58,655,723              26,885,168
                                                                ----------------          --------------

Cash flows from investing activities:
 Acquisition, development and improvements of real estate          (43,021,442)           (120,136,113)
 Acquisition of Pacific, net of cash acquired                       (9,046,230)                      -
 Capital improvements                                               (6,421,178)             (1,908,092)
 Investment in real estate partnerships                            (10,104,935)            (21,276,350)
 Construction in progress for sale, net of reimbursement           (30,934,188)             (1,013,407)
 Proceeds from sale of real estate investments                               -              30,662,197
 Distributions received from real estate partnership
 investments                                                           704,474                  21,123
                                                                  --------------          --------------
     Net cash used in investing activities                         (98,823,499)           (113,650,642)
                                                                  --------------          --------------

Cash flows from financing activities:
  Cash contributions from the issuance of Regency stock
   and partnership units                                                70,809               9,693,102
  Net distributions to limited partners in consolidated
  partnerships                                                        (458,450)               (157,292)
  Distributions to preferred unit holdes                            (3,250,002)                      -
  Cash distributions for dividends                                 (42,204,292)            (25,259,121
  Other (distributions) contributions, net                           (5,780,775)              1,478,481
  Net proceeds from term notes                                     249,845,300                       -
  Net proceeds from issuance of Series A preferred units                     -              78,800,000
  (Repayment) proceeds from acquisition and development
    line of credit, net                                           (145,351,875)             41,600,000
  Proceeds from mortgage loans payable                                       -               7,345,000
  Repayment of mortgage loans payable                              (15,000,200)            (32,763,104)
  Deferred financing costs                                          (3,565,034)               (616,359)
                                                                ---------------           -------------
    Net cash provided by financing activities                       34,305,481              80,120,707
                                                                ---------------           -------------

    Net decrease in cash and cash equivalents                       (5,862,295)             (6,644,767)

Cash and cash equivalents at beginning of period                    15,536,926              14,642,429
                                                                 --------------           -------------

Cash and cash equivalents at end of period                      $    9,674,631               7,997,662
                                                                 ===============          ==============
</TABLE>

<PAGE>

                     REGENCY CENTERS, L.P.
             Consolidated Statements of Cash Flows
         For the Six Months Ended June 30, 1999 and 1998
                        (unaudited)
                        -continued-

<TABLE>
<CAPTION>
                                                                                                1999                    1998
                                                                                                ----                    ----
<S>                                                                                    <C>                       <C>
Supplemental  disclosure of cash flow  information - cash paid for interest (net
   of capitalized interest of approximately
   $3,935,000 and $1,700,000  in 1999 and 1998 respectively)                           $         19,808,946               8,764,540
                                                                                         ===================     ===================

Supplemental disclosure of non-cash transactions:
  Mortgage loans assumed for the acquisition of  Pacific and real estate               $        411,184,783             105,531,486
                                                                                         ===================     ===================

Common stock and exchangeable operating partnership units issued
  to acquire investments in real estate partnerships                                              1,949,020                       -
                                                                                         ===================     ===================
Exchangeable operating partnership units, preferred and common
     stock issued for the acquisition of Pacific and real estate                       $        790,822,490              28,963,411
                                                                                         ===================     ===================

Other liabilities assumed to acquire Pacific                                           $         13,897,643                       -
                                                                                         ===================     ===================


</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 1999

                                   (unaudited)

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

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

              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.  At June 30,
              1999,  Regency owns  approximately  97% of the outstanding  common
              units of the Partnership.

              The Partnership's ownership interests are represented by Units, of
              which  there  are (i)  Series A  Preferred  Units,  (ii)  Original
              Limited  Partnership Units (including Class A Units), all of which
              were issued in connection with the Branch acquisition, (iii) Class
              2 Units,  all of which were issued in connection  with the Midland
              and other property  acquisitions,  and (iv) Class B Units,  all of
              which are owned by Regency. Each outstanding Unit other than Class
              B Units and Series A  Preferred  Units is  exchangeable,  on a one
              share per one Unit basis,  for the common  stock of Regency or for
              cash at Regency's election.

              The accompanying  consolidated  financial  statements  include the
              accounts of the Partnership,  its wholly owned  subsidiaries,  and
              its majority owned or controlled  subsidiaries  and  partnerships.
              All significant  intercompany  balances and transactions have been
              eliminated in the consolidated financial statements.

              The financial  statements  reflect all adjustments  which are of a
              normal  recurring  nature,  and in the opinion of management,  are
              necessary  to  properly   state  the  results  of  operations  and
              financial position.  Certain information and footnote  disclosures
              normally included in financial  statements  prepared in accordance
              with 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.

              During 1999, two properties were transferred from Regency to RCLP.
              The effects of such  transfers were not material to the operations
              or financial  position of the  Partnership.  During 1998,  Regency
              transferred  all of the  assets  and  liabilities  of a 100% owned
              shopping  center,  Hyde Park, to the  Partnership  in exchange for
              Class B units.  Hyde Park was acquired by Regency on June 6, 1997,
              and its  operations  had  been  included  in  Regency's  financial
              statements from that date forward.  Since the Partnership and Hyde
              Park are under the common control of Regency, the transfer of Hyde
              Park has been accounted for at historical cost in a manner similar
              to a pooling of  interests,  as if the  Partnership  had  directly
              acquired Hyde Park on June 6, 1997. Accordingly, the Partnership's
              financial  statements  have been  restated  to include the assets,
              liabilities,  units issued, and results of operations of Hyde Park
              from the date it was acquired.

        (b)   Reclassifications

              Certain  reclassifications  have been made to the 1998  amounts to
              conform to classifications adopted in 1999.
<PAGE>

2.       Acquisitions

       On September  23, 1998,  the Company  entered into an Agreement of Merger
       ("Agreement")  with Pacific  Retail Trust  ("Pacific"),  a privately held
       real  estate  investment  trust.  The  Agreement,  among  other  matters,
       provided for the merger of Pacific into Regency, and the exchange of each
       Pacific  common or preferred  share into 0.48 shares of Regency common or
       preferred  stock.  The  stockholders  approved  the  merger  at a Special
       Meeting  of  Stockholders  held  February  26,  1999.  At the time of the
       merger,  Pacific owned 71 retail  shopping  centers that are operating or
       under construction  containing 8.4 million SF of gross leaseable area. On
       February 28, 1999, the effective  date of the merger,  the Company issued
       equity instruments  valued at $770.6 million to the Pacific  stockholders
       in exchange for their outstanding  common and preferred shares and units.
       The total cost to acquire Pacific was approximately  $1.157 billion based
       on the value of Regency  shares issued  including the  assumption of $379
       million  of  outstanding  debt and  other  liabilities  of  Pacific,  and
       estimated  closing  costs of $7.5  million.  The price per share  used to
       determine the purchase price was $23.325 based on the five day average of
       the closing  stock price of  Regency's  common stock as listed on the New
       York Stock  Exchange  immediately  before,  during and after the date the
       terms of the merger  were  agreed to and  announced  to the  public.  The
       merger was  accounted for as a purchase with the Company as the acquiring
       entity.   The   properties   acquired  from  Pacific  were   concurrently
       contributed by Regency into RCLP in exchange for  additional  partnership
       units.

       During 1998, the Partnership  acquired 30 shopping centers fee simple for
       approximately  $341.9 million and also invested $28.4 million in 12 joint
       ventures ("JV  Properties"),  for a total investment of $370.3 million in
       42  shopping  centers  ("1998   Acquisitions").   Included  in  the  1998
       Acquisitions  are 32 shopping  centers  acquired  from  various  entities
       comprising the Midland Group ("Midland").  Of the 32 Midland centers,  31
       are anchored by Kroger,  and 12 are owned through joint ventures in which
       the  Partnership's  ownership  interest is 50% or less. The Partnership's
       investment in the  properties  acquired from Midland is $236.6 million at
       December  31,  1998.  During  1999  and  2000,  the  Partnership  may pay
       contingent  consideration of up to an estimated $23 million,  through the
       issuance of Partnership units and the payment of cash. The amount of such
       consideration,  if issued,  will  depend on the  satisfaction  of certain
       performance  criteria  relating  to the  assets  acquired  from  Midland.
       Transferors who received cash at the initial Midland closing will receive
       contingent  future  consideration in cash rather than units. On April 16,
       1999,  the  Partnership  paid $5.2  million  related  to this  contingent
       consideration.

       The operating  results of Pacific and the 1998  Acquisitions are included
       in the Partnership's consolidated financial statements from the date each
       property was  acquired.  The following  unaudited  pro forma  information
       presents the consolidated  results of operations as if Pacific and all of
       the 1998  Acquisitions  had  occurred on January 1, 1998.  Such pro forma
       information  reflects adjustments to 1) increase  depreciation,  interest
       expense,  and  general  and  administrative  costs,  2) remove the office
       buildings sold, and 3) adjust the weighted average common units issued to
       acquire the  properties.  Pro forma  revenues  would have been $145.0 and
       $133.9 million as of June 30, 1999 and 1998, respectively.  Pro forma net
       income for common  unitholders would have been $44.4 and $38.3 million as
       of June 30, 1999 and 1998,  respectively.  Pro forma basic net income per
       common  unit would have been $.73 and $.63 as of June 30,  1999 and 1998,
       respectively.  Pro forma  diluted  net income per common  unit would have
       been $.73 and $.63, as of June 30, 1999 and 1998, respectively. This data
       does not purport to be indicative of what would have occurred had Pacific
       and the 1998  Acquisitions  been made on January  1, 1998,  or of results
       which may occur in the future.

3.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating  and  developing  Partnership  owned  retail  shopping  centers
       (Retail  segment),   and  2)  providing   services   including   property
       management,   leasing,   brokerage,   and  construction  and  development
       management  for   third-parties   (Service   operations   segment).   The
       Partnership had previously  operated four office buildings,  all of which
       have been sold during 1998. The Partnership's  reportable  segments offer
       different  products or services and are managed  separately  because each
       requires  different  strategies  and management  expertise.  There are no
       material inter-segment sales or transfers.

       The Partnership assesses and measures operating results starting with Net
       Operating Income for the Retail and Office Buildings  segments and Income
       for the Service  operations  segment and  converts  such  amounts  into a
       performance  measure  referred  to as Funds  From  Operations  (FFO) on a
       diluted basis. The operating  results for the individual  retail shopping
       centers  have been  aggregated  since all of the  Partnership's  shopping
       centers exhibit highly similar economic  characteristics  as neighborhood
       shopping centers, and offer similar degrees of risk and opportunities for
<PAGE>

       growth.  FFO as  defined  by the  National  Association  of  Real  Estate
       Investment  Trusts  consists of net income  (computed in accordance  with
       generally  accepted  accounting  principles)  excluding gains (or losses)
       from debt  restructuring and sales of income producing  property held for
       investment,  plus  depreciation  and  amortization  of real  estate,  and
       adjustments for  unconsolidated  investments in real estate  partnerships
       and joint  ventures.  The  Partnership  considers  FFO to be the industry
       standard  for  reporting  the  operations  of  REITs.   Adjustments   for
       investments in real estate  partnerships are calculated to reflect FFO on
       the same basis.  While management  believes that FFO is the most relevant
       and widely used  measure of the  Partnership's  performance,  such amount
       does not  represent  cash flow from  operations  as defined by  generally
       accepted accounting  principles,  should not be considered an alternative
       to net income as an indicator of the Partnership's operating performance,
       and is not  indicative  of cash  available  to fund all cash flow  needs.
       Additionally,  the  Partnership's  calculation of FFO, as provided below,
       may not be comparable to similarly titled measures of other REITs.

       The accounting  policies of the segments are the same as those  described
       in note 1. The  revenues,  FFO,  and  assets  for each of the  reportable
       segments are  summarized as follows for the six month periods ended as of
       June 30, 1999 and 1998.

       Revenues:                                      1999              1998
       ---------                                      ----              ----
         Retail segment                      $   116,198,240        48,201,532
         Service operations segment                6,013,830         5,988,181
         Office buildings segment                          -           532,694
                                             ----------------- ----------------
            Total revenues                $      122,212,070        54,722,407
                                             ================= ================
<TABLE>
<CAPTION>

       Funds from Operations:
<S>                                                                    <C>                  <C>
         Retail segment net operating income                           $       89,386,300       36,923,351
         Service operations segment income                                      6,013,830        5,988,181
         Office buildings segment net operating income                                  -          463,402

         Adjustments to calculate consolidated FFO:
           Interest expense                                                   (25,826,013)     (10,799,357)
           Interest income                                                      1,092,818          933,472
           Earnings from recurring land sales                                           -          901,854

           General and administrative and other expenses                       (9,305,893)      (7,262,449)
           Non-real estate depreciation                                          (391,511)        (285,147)
           Minority interests of limited partners                                (747,033)        (200,159)
           Minority interests in depreciation and amortization                   (359,452)        (256,722)
           Share of joint venture depreciation and amortization                   286,549          154,599
           Dividends on preferred units                                        (3,250,002)               -

                                                                          ----------------- -----------------
             Funds from Operations                                             56,899,593       26,561,025
                                                                          ----------------- -----------------

         Reconciliation to net income for common unitholders:
           Real estate related depreciation and amortization                  (19,575,648)      (8,889,972)
           Minority interests in depreciation and amortization                    359,452          256,722
           Share of joint venture depreciation and amortization                  (286,549)        (154,599)
           Earnings from property  sales                                                -        9,844,243
                                                                          ----------------- -----------------
             Net income for common unitholders                         $       37,396,848       27,617,419
                                                                          ================= =================
</TABLE>

        Assets by  reportable  segment as of June 30, 1999 and December 31, 1998
       are as follows.  Non-segment  assets to reconcile to total assets include
       cash, accounts receivable and deferred financing costs.
<TABLE>
<CAPTION>

       Assets (in thousands):                                                   1999              1998
       ----------------------                                                   ----              ----
<S>                                                                   <C>                   <C>

         Retail segment                                                $        2,260,917          1,026,910
         Service operations segment                                                84,535             20,870
         Office buildings segment                                                        -                 -

         Cash and other assets                                                     51,968             38,657
                                                                          ----------------- -----------------
           Total assets                                                $        2,397,420          1,086,437
                                                                          ================= =================
</TABLE>
<PAGE>

4.     Notes Payable and Acquisition and Development Line of Credit

       The Partnership's outstanding debt at June 30, 1999 and December 31, 1998
       consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                             1999            1998
<S>                                                                   <C>               <C>
                                                                             ----            ----
                Notes Payable:
                    Fixed rate mortgage loans                         $        341,469         230,398
                    Variable rate mortgage loans                                23,862          11,051
                    Fixed rate unsecured loans                                 370,944         121,296
                                                                         -------------- ---------------
                          Total notes payable                                  736,275         362,745
                Acquisition and development line of credit                     243,879         117,631
                                                                         -------------- ---------------
                         Total                                        $        980,154         480,376
                                                                         ============== ===============
</TABLE>

       During  February,  1999,  the  Partnership  modified  the  terms  of  its
       unsecured  line of credit (the "Line") by  increasing  the  commitment to
       $635  million.  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
       Company's outstanding unsecured liabilities. The Line matures in February
       2001, but may be extended  annually for one year periods.  The Company is
       required to comply,  and is in  compliance,  with certain  financial  and
       other covenants  customary with this type of unsecured  financing.  These
       financial  covenants  include among others (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 also
       available for general working capital purposes.

       On April 15, 1999 the Partnership completed a $250 million unsecured debt
       offering in two tranches.  The Company issued $200 million 7.4% notes due
       April 1, 2004,  priced at 99.922% to yield 7.42%,  and $50 million  7.75%
       notes due April 1, 2009, priced at 100%. The net proceeds of the offering
       were used to reduce the balance of the Line.

       Mortgage  loans are  secured  by  certain  real  estate  properties,  but
       generally may be prepaid  subject to a prepayment of a  yield-maintenance
       premium.  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  1999,  the  Partnership  assumed debt with a fair value of $402.6
       million  related to the  acquisition of real estate,  which includes debt
       premiums of $4.1 million  based upon the above market  interest  rates of
       the debt instruments. Debt premiums are being amortized over the terms of
       the related debt instruments.
<PAGE>

       As of June 30, 1999,  scheduled principal repayments on notes payable and
the Line were as follows (in thousands):
<TABLE>
<CAPTION>

<S>                                                       <C>                <C>            <C>
                                                               Scheduled
                                                               Principal       Term Loan         Total
              Scheduled Payments by Year                        Payments      Maturities       Payments

              1999                                        $           3,377         12,899           16,276
              2000                                                    5,711         47,590           53,301
              2001                                                    5,621        291,689          297,310
              2002                                                    4,943         44,120           49,063
              2003                                                    4,933         13,286           18,219
              Beyond 5 Years                                         42,205        490,225          532,430
              Net unamortized debt payments                               -         13,555           13,555
                                                             --------------- -------------- ----------------
                   Total                                  $          66,790        913,364          980,154
                                                             =============== ============== ================
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $64.0 million at June 30, 1999,  and the  Partnership's  proportionate
       share of these loans was $28.1 million.

5.     Regency's Stockholders' Equity and Partners' Capital

       On June 11, 1996, the Company entered into a Stockholders  Agreement (the
       "Agreement")  with  SC-USREALTY   granting  it  certain  rights  such  as
       purchasing  common  stock,  nominating  representatives  to the Company's
       Board of Directors,  and subjecting  SC-USREALTY to certain  restrictions
       including voting and ownership restrictions. In connection with the Units
       and  shares of common  stock  issued in March  1998  related  to  earnout
       payments,  SC-USREALTY  acquired  435,777  shares at $22.125 per share in
       accordance  with  their  rights  as  provided  for in the  Agreement.  In
       conjunction with the acquisition of Pacific,  SC-USREALTY exchanged their
       Pacific shares for 22.6 million  Regency  common  shares.  As of June 30,
       1999,  SC-USREALTY owns approximately 34.3 million shares of common stock
       or 57.5% of the outstanding common shares.

       In connection with the acquisition of shopping  centers,  the Partnership
       has  issued  Original  Limited  Partnership  and Class 2 Units to limited
       partners  convertible  on a one for one basis into shares of common stock
       of the Company. There are currently 1,140,886 such units outstanding.  In
       conjunction  with  the  merger  of  Pacific,   there  are  787,604  units
       outstanding that are convertible into Regency common stock.

       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 the Partnership 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 the Company.  The net proceeds of the offering  were
       used to reduce the acquisition and development line of credit.

       As part of the  acquisition  of Pacific,  the Company issued Series 1 and
       Series 2 preferred shares. Series 1 preferred shares are convertible into
       Series 2 preferred shares on a one-for-one  basis and contain  provisions
       for  adjustment to prevent  dilution.  The Series 1 preferred  shares are
       entitled to a quarterly  dividend in an amount equal to $0.0271 less than
       the common  dividend and are  cumulative.  Series 2 preferred  shares are
       convertible  into  common  shares on a  one-for-one  basis.  The Series 2
       preferred  shares are entitled to quarterly  dividends in an amount equal
       to the common  dividend  and are  cumulative.  The Company may redeem the
       preferred shares any time after October 20, 2010 at a price of $20.83 per
       share, plus all declared but unpaid dividends.

       During  1999,  the holders of all of  Regency's  Class B stock  converted
       2,500,000 shares into 2,975,468 shares of common stock.
<PAGE>

6.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the three  months  period  ended June 30,  1999 and 1998 (in
       thousands except per share data):
<TABLE>
<CAPTION>

<S>                                                                         <C>            <C>
                                                                                  1999         1998
       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                          58,040         24,822
                                                                               =========== ==============

       Net income for common unitholders                                    $      24,447          9,361
       Less: dividends paid on Class B common stock,
           Series 1 and Series 2 Preferred stock                                    (931)        (1,344)
                                                                               ----------- --------------
       Net income for Basic EPU                                             $      23,516          8,017
                                                                               =========== ==============

       Basic EPU                                                            $        0.41           0.32
                                                                               =========== ==============

       Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding for Basic                                58,040         24,822
           EPU
       Incremental units to be issued under common stock
          options using the Treasury method                                             6              -
       Contingent units for the acquisition of real estate                              -            520
                                                                               ----------- --------------
            Total diluted units                                                    58,046         25,342
                                                                               =========== ==============

       Diluted EPU                                                          $        0.41           0.32
                                                                               =========== ==============
</TABLE>

         The  Class B  common  stock  dividends  are  deducted  from  income  in
         computing  earnings per unit since the proceeds of this  offering  were
         transferred  to and  reinvested by the  Partnership.  In addition,  the
         Series 1 and Series 2 Preferred  stock dividends are also deducted from
         net income in computing earnings per unit since the properties acquired
         with  these  preferred  shares  were  contributed  to the  Partnership.
         Accordingly,  the  payment  of Class B  common,  Series 1 and  Series 2
         Preferred  stock  dividends  are  deemed  to  be  preferential  to  the
         distributions made to common unitholders.
<PAGE>

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit  for the six  month  periods  ended  June 30,  1999 and 1998 (in
       thousands except per share data):
<TABLE>
<CAPTION>

                                                                                 1999          1998
<S>                                                                       <C>              <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                          46,659         24,569
                                                                             ============= ==============

       Net income for common unitholders                                  $        37,397         27,617
       Less: dividends paid on Class B common stock,
           Series 1 and Series 2 Preferred stock                                  (2,309)        (2,689)
                                                                             ------------- --------------
       Net income for Basic EPU                                           $        35,088         24,928
                                                                             ============= ==============

       Basic EPU                                                          $          0.75           1.01
                                                                             ============= ==============

       Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding for Basic                                46,659         24,569
           EPU
       Incremental units to be issued under common stock
          options using the Treasury method                                             3             27
       Contingent units for the acquisition of real estate                              -            428
                                                                             ------------- --------------
            Total diluted units                                                    46,662         25,024
                                                                             ============= ==============

       Diluted EPU                                                        $          0.75           1.00
                                                                             ============= ==============
</TABLE>

         The  Class B  common  stock  dividends  are  deducted  from  income  in
         computing  earnings per unit since the proceeds of this  offering  were
         transferred  to and  reinvested by the  Partnership.  In addition,  the
         Series 1 and Series 2 Preferred  stock dividends are also deducted from
         net income in computing earnings per unit since the properties acquired
         with  these  preferred  shares  were  contributed  to the  Partnership.
         Accordingly,  the  payment  of Class B  common,  Series 1 and  Series 2
         Preferred  stock  dividends  are  deemed  to  be  preferential  to  the
         distributions made to common unitholders.

<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated  Financial  Statements and Notes thereto of Regency  Centers,  L.P.
appearing elsewhere within. Amounts are in thousands,  except per share data and
retail center statistical information.

Organization

Regency Realty  Corporation  ("Regency" or "Company") is a qualified real estate
investment trust ("REIT") which began operations in 1993. The Company invests in
real  estate  primarily  through  its  general  partnership  interest in Regency
Centers,  L.P., ("RCLP" or "Partnership") an operating  partnership in which the
Company currently owns  approximately 97% of the outstanding  common partnership
units ("Units").  Of the 214 properties  included in the Company's  portfolio at
June  30,  1999,  196  properties  were  owned  either  fee  simple  or  through
partnerships interests by the Partnership.  At June 30, 1999, the Company had an
investment in real estate, at cost, of approximately  $2.5 billion of which $2.4
billion or 95% 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 (including properties under development) summarized by
state in order by their gross leasable areas (GLA) follows:
<TABLE>
<CAPTION>

                                            June 30, 1999                                December 31, 1998
                                            -------------                                -----------------
   Location               # Properties          GLA          % Leased     # Properties        GLA           % Leased
   --------               ------------        ---------      --------     ------------    -----------       --------
<S>                       <C>            <C>             <C>              <C>            <C>             <C>

   Florida                     39          4,846,630          91.7%            36          4,571,617         92.9%
   Texas                       30          4,084,686          85.6%             5            479,900         84.7%
   California                  36          3,820,264          96.0%             -              -              -
   Georgia                     25          2,541,347          92.7%            25          2,560,383         92.8%
   Ohio                        14          1,892,686          93.3%            12          1,527,510         96.8%
   North Carolina              12          1,241,633          97.5%            12          1,239,783         98.3%
   Colorado                     9            865,031          95.8%             5            447,569         89.4%
   Washington                   8            851,485          93.7%             -              -              -
   Oregon                       6            583,704          94.3%             -              -              -
   Tennessee                    4            388,357          96.8%             4            295,179         96.8%
   Arizona                      2            326,984          99.8%             -              -              -
   Delaware                     1            232,752          96.1%             1            232,752         94.8%
   Kentucky                     1            205,060          92.3%             1            205,060         95.6%
   Virginia                     2            197,324          96.1%             2            197,324         97.7%
   Illinois                     1            178,600          85.9%             1            178,600         86.9%
   Michigan                     2            177,399          81.5%             2            177,929         81.5%
   South Carolina               2            162,056          98.2%             2            162,056        100.0%
   Missouri                     1             82,498          98.4%             1             82,498         99.8%
   Wyoming                      1             75,000          81.3%             -              -              -
                          -------------- --------------- ---------------- -------------- --------------- -------------
       Total                  196         22,753.496          92.4%           109         12,358,160         93.6%
                          ============== =============== ================ ============== =============== =============
</TABLE>


The  Partnership,  is  focused  on  building  a  platform  of  grocery  anchored
neighborhood   shopping  centers  because  grocery  stores  provide  convenience
shopping of daily  necessities,  foot traffic for adjacent  local  tenants,  and
should  withstand  adverse  economic  conditions.   The  Partnership's   current
investment  markets  have  continued  to  offer  strong  stable  economies,  and
accordingly, the Partnership expects to realize growth in net income as a result
of increasing occupancy in the portfolio,  increasing rental rates,  development
and acquisition of shopping centers in targeted  markets,  and  redevelopment of
existing  shopping  centers.  The following  table  summarizes  the four largest
grocery  tenants  occupying the  Partnership's  shopping  centers or expected to
occupy shopping centers currently under construction at June 30, 1999:

         Grocery Anchor         Number of          % of          % of Annualized
                                 Stores          Total GLA          Base Rent
          Kroger                    49             12.7%             11.10%
          Publix                    31              6.1%              4.19%
          Albertson's               14              3.3%              3.20%
          Winn Dixie                13              2.8%              2.04%
<PAGE>

Acquisition and Development of Shopping Centers

On  September  23,  1998,  the  Company  entered  into an  Agreement  of  Merger
("Agreement")  with Pacific  Retail  Trust  ("Pacific"),  a privately  held real
estate  investment trust. The Agreement,  among other matters,  provided for the
merger of Pacific  into  Regency,  and the  exchange of each  Pacific  common or
preferred  share into 0.48  shares of Regency  common or  preferred  stock.  The
stockholders  approved  the  merger at a Special  Meeting of  Stockholders  held
February 26, 1999. At the time of the merger,  Pacific owned 71 retail  shopping
centers that are operating or under  construction  containing  8.4 million SF of
gross  leaseable  area. On February 28, 1999,  the effective date of the merger,
the Company  issued equity  instruments  valued at $770.6 million to the Pacific
stockholders in exchange for their  outstanding  common and preferred shares and
units. The total cost to acquire Pacific was approximately  $1.157 billion based
on the value of Regency  shares issued  including the assumption of $379 million
of  outstanding  debt and other  liabilities of Pacific,  and estimated  closing
costs of $7.5 million.  The price per share used to determine the purchase price
was  $23.325  based  on the five  day  average  of the  closing  stock  price of
Regency's  common  stock as listed on the New York  Stock  Exchange  immediately
before,  during  and after the date the terms of the merger  were  agreed to and
announced to the public.  The merger was  accounted  for as a purchase  with the
Company as the  acquiring  entity.  The  properties  acquired  from Pacific were
concurrently  contributed  by  Regency  into  RCLP in  exchange  for  additional
partnership units.

During  1998,  the  Partnership  acquired  30  shopping  centers  fee simple for
approximately  $341.9  million  and  also  invested  $28.4  million  in 12 joint
ventures  ("JV  Properties"),  for a total  investment  of $370.3  million in 42
shopping centers ("1998 Acquisitions"). Included in the 1998 Acquisitions are 32
shopping  centers  acquired from various  entities  comprising the Midland Group
("Midland").  Of the 32 Midland centers,  31 are anchored by Kroger,  and 12 are
owned through joint ventures in which the  Partnership's  ownership  interest is
50% or less.  The  Partnership's  investment  in the  properties  acquired  from
Midland is $236.6  million at  December  31,  1998.  During  1999 and 2000,  the
Partnership may pay contingent  consideration of up to an estimated $23 million,
through the issuance of Partnership units and the payment of cash. The amount of
such  consideration,  if  issued,  will  depend on the  satisfaction  of certain
performance  criteria relating to the assets acquired from Midland.  Transferors
who received cash at the initial Midland closing will receive  contingent future
consideration in cash rather than units. On April 16, 1999, the Partnership paid
$5.2 million related to this contingent consideration.

Results from Operations

Comparison of the six months ended June 30, 1999 to 1998

Revenues increased $67.5 million or 123% to $122.2 million in 1999. The increase
was due primarily to Pacific and the 1998  Acquisitions.  At June 30, 1999,  the
real estate  portfolio  contained  approximately  22.8 million SF, and was 92.4%
leased.  Minimum rent  increased  $51.3  million or 131%,  and  recoveries  from
tenants  increased  $14.2 million or 166%.  Revenues  from property  management,
leasing,   brokerage,  and  development  services  (service  operation  segment)
provided on properties not owned by the Partnership were $6 million in both 1999
and 1998.  During 1998, the Partnership  sold four office buildings and a parcel
of land for $26.7  million,  and recognized a gain on the sale of $10.7 million.
As a result of these  transactions  the  Partnership's  real estate portfolio is
comprised  entirely of retail shopping centers.  The proceeds from the sale were
used to reduce the balance of the line of credit.

Operating  expenses  increased  $28.3  million or 102% to $56.1 million in 1999.
Combined  operating  and  maintenance,  and real estate  taxes  increased  $15.5
million or 136% during 1999 to $26.8  million.  The increases are due to Pacific
and the 1998  Acquisitions.  General and  administrative  expenses increased 26%
during  1999 to $8.8  million  due to the hiring of new  employees  and  related
office expenses  necessary to manage the shopping  centers  acquired during 1999
and 1998.  Depreciation and amortization  increased $10.8 million during 1999 or
118% primarily due to Pacific and the 1998 Acquisitions.

Interest  expense  increased to $25.8 million in 1999 from $10.8 million in 1998
or 139% due to  increased  average  outstanding  loan  balances  related  to the
financing of Pacific and the 1998 Acquisitions on the Line and the assumption of
debt.

Net income for common unit holders was $37.4  million in 1999 vs. $27.6  million
in 1998, a $9.8 million or 35%  increase for the reasons  previously  described.
Diluted  earnings  per unit in 1999  was $.75 vs.  $1.00 in 1998 due to the gain
offset by the dilutive impact from the increase in weighted average common units
and equivalents of 21.6 million primarily due to the acquisition of Pacific.
<PAGE>

Comparison of the three months ended June 30, 1999 to 1998

Revenues  increased $45.7 million or 155% to $75.2 million in 1999. The increase
was due primarily to Pacific and the 1998  Acquisitions.  At June 30, 1999,  the
real estate  portfolio  contained  approximately  22.8 million SF, and was 92.4%
leased.  Minimum rent  increased  $33.8  million or 160%,  and  recoveries  from
tenants  increased  $9.6 million or 203%.  Revenues  from  property  management,
leasing,   brokerage,  and  development  services  (service  operation  segment)
provided on properties  not owned by the  Partnership  were $4.1 million in 1999
compared to $3.3 million in 1998,  the  increase due  primarily to a increase in
brokerage fees.  During 1998, the Partnership  sold four office  buildings and a
parcel of land for $26.7 million,  and recognized a gain on the sale of $509,000
relating to the  transaction  in the second quarter of 1998,  after  recording a
gain of  $10.2  million  in the  first  quarter  of 1998.  As a result  of these
transactions the  Partnership's  real estate portfolio is comprised  entirely of
retail  shopping  centers.  The  proceeds  from the sale were used to reduce the
balance of the line of credit.

Operating  expenses  increased  $18.6  million or 128% to $33.1 million in 1999.
Combined  operating  and  maintenance,  and real estate  taxes  increased  $10.2
million or 173% during 1999 to $16.1  million.  The increases are due to Pacific
and the 1998  Acquisitions.  General and  administrative  expenses increased 46%
during  1999 to $5.1  million  due to the hiring of new  employees  and  related
office expenses  necessary to manage the shopping  centers  acquired during 1999
and 1998.  Depreciation and  amortization  increased $6.6 million during 1999 or
138% primarily due to Pacific and the 1998 Acquisitions.

Interest expense increased to $16.2 million in 1999 from $6.6 million in 1998 or
144% due to increased average outstanding loan balances related to the financing
of Pacific and the 1998 Acquisitions on the Line and the assumption of debt.

Net income for common unit holders was $24.4 million in 1999 vs. $9.4 million in
1997,  a $15  million or 161%  increase  for the reasons  previously  described.
Diluted  earnings per unit in 1999 was $.41 vs. $.32 in 1998 due to the increase
in net income  offset by the  dilutive  impact  from the  increase  in  weighted
average  common  units and  equivalents  of 32.7  million  primarily  due to the
acquisition of Pacific.

Funds from Operations

The  Partnership  considers  funds from  operations  ("FFO"),  as defined by the
National Association of Real Estate Investment Trusts as net income (computed in
accordance with generally accepted  accounting  principles)  excluding gains (or
losses) from debt  restructuring and sales of income producing property held for
investment,  plus  depreciation  and  amortization  of real  estate,  and  after
adjustments for unconsolidated investments in real estate partnerships and joint
ventures,  to be the industry  standard for  reporting  the  operations  of real
estate investment  trusts ("REITs").  Adjustments for investments in real estate
partnerships  are calculated to reflect FFO on the same basis.  While management
believes  that  FFO  is  the  most  relevant  and  widely  used  measure  of the
Partnership's  performance,  such  amount  does not  represent  cash  flow  from
operations as defined by generally accepted accounting principles, should not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance,  and is not indicative of cash available to fund all cash
flow needs.  Additionally,  the  Partnership's  calculation  of FFO, as provided
below, may not be comparable to similarly titled measures of other REITs.

FFO for the periods ended June 30, 1999 and 1998 are summarized in the following
table (in thousands):

                                                          1999         1998

Net income for common unitholders               $       37,397       27,617
Add (subtract):
  Real estate depreciation and amortization             19,503        8,788
  (Gain) on sale of operating property                       -       (9,844)
                                                   ------------ ------------
Funds from operations                           $       56,900       26,561
                                                   ============ ============

Cash flow provided by (used in):
  Operating activities                          $       58,656       26,885
  Investing activities                                 (98,823)    (113,651)
  Financing activities                                  34,305       80,121
<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 share and unit  holders.  Net cash  provided by
operating  activities  was $58.7  million  and $26.9  million for the six months
ended June 30,  1999 and 1998,  respectively.  The  Partnership  paid  scheduled
principal  payments of $2.7 million and $1.4 million during the first six months
of 1999 and 1998,  respectively.  The Partnership  paid  distributions  of $45.4
million and $25.3 million, during 1999 and 1998,  respectively,  to its Original
Limited Partnership, Class 2 and Series A Preferred unitholders.

Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  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 $98.8 million and $113.7  million,  during the
first  six  months  of 1999  and  1998,  respectively,  primarily  for  purposes
discussed above under Acquisitions and Development of Shopping Centers. Net cash
provided by financing  activities was $34.3 million and $80.1 for the six months
ended June 30, 1999 and 1998,  respectively,  primarily  related to the proceeds
from the preferred  unit and debt offerings  completed  during 1998. At June 30,
1999, the Partnership had 45 retail properties under  construction or undergoing
major  renovations,  with costs to date of $203 million.  Total  committed costs
necessary to complete the properties  under  development is estimated to be $174
million and will be expended through 1999 and 2000.

The  Partnership's  outstanding  debt at June 30,  1999 and  December  31,  1998
consists of the following (in thousands):

                                                        1999            1998
                                                        ----            ----
 Notes Payable:
     Fixed rate mortgage loans                $        341,469         230,398
     Variable rate mortgage loans                       23,862          11,051
     Fixed rate unsecured loans                        370,944         121,296
                                                 -------------- ---------------
           Total notes payable                         736,275         362,745

Acquisition and development line of credit             243,879         117,631
                                                 -------------- ---------------
          Total                               $        980,154         480,376
                                                 ============== ===============

During February,  1999, the Partnership modified the terms of its unsecured line
of credit (the "Line") by increasing  the  commitment  to $635 million.  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  Company's  outstanding  unsecured
liabilities. The Line matures in February 2001, but may be extended annually for
one year periods. The Company is required to comply, and is in compliance,  with
certain  financial  and other  covenants  customary  with this type of unsecured
financing.  These  financial  covenants  include among others (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 also 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,  Belair Capital Fund, LLC, 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
the Company 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 the Company.  The net proceeds of
the offering were used to reduce the Line.

On April 15,  1999 the  Partnership  completed  a $250  million  unsecured  debt
offering in two tranches.  The Company  issued $200 million 7.4% notes due April
1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due April
1, 2009,  priced at 100%.  The net proceeds of the offering  were used to reduce
the balance of the Line.
<PAGE>

Mortgage loans are secured by certain real estate properties,  but generally may
be prepaid  subject to a prepayment  of a  yield-maintenance  premium.  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 1999,  the  Partnership  assumed debt with a fair value of $402.6 million
related to the acquisition of real estate,  which includes debt premiums of $4.1
million 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, 1999,  scheduled  principal  repayments  on notes payable and the
Line for the next five years were as follows (in thousands):

                                   Scheduled
                                   Principal       Term Loan        Total
 Scheduled Payments by Year         Payments      Maturities       Payments

        1999                        $ 3,377         12,899          16,276
        2000                          5,711         47,590          53,301
        2001                          5,621        291,689         297,310
        2002                          4,943         44,120          49,063
        2003                          4,933         13,286          18,219
        Beyond 5 Years               42,205        490,225         532,430
 Net unamortized debt payments            -         13,555          13,555
                                ------------- ------------   -------------
      Total                    $     66,790        913,364         980,154
                                ============= ============   =============

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$64.0 million at June 30, 1999, and the Company's  proportionate  share of these
loans was $28.1 million.

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

The Partnership's real estate portfolio has grown substantially during 1999 as a
result of the  acquisitions  and development  discussed  above.  The Partnership
intends to continue to acquire and develop  shopping centers in the near future,
and expects to meet the related  capital  requirements  from  borrowings  on the
Line.  The  Partnership  expects  to  repay  the  Line  from  time to time  from
additional public and private equity and debt offerings through both the Company
and the  Partnership,  such as those completed in previous  years.  Because such
acquisition and development activities are discretionary in nature, they are not
expected to burden the Partnership's  capital resources  currently available for
liquidity requirements.  The Partnership expects that cash provided by operating
activities,  unused  amounts  available  under the Line,  and cash  reserves are
adequate to meet liquidity requirements.

New Accounting Standards and Accounting Changes

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years  beginning  after  June  15,  2000.  FAS 133  establishes  accounting  and
reporting standards for derivative  instruments and hedging activities.  FAS 133
requires  entities to recognize all  derivatives as either assets or liabilities
in  the  balance  sheet  and  measure  those  instruments  at  fair  value.  The
Partnership  does not  believe  FAS 133 will  materially  effect  its  financial
statements.

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.  The Company has approximately 38 properties that will
require or are currently undergoing varying levels of environmental remediation.
These  remediations are not expected to have a material  financial effect on the
Company or the  Partnership  due to  financial  statement  reserves  and various
state-regulated  programs that shift the responsibility and cost for remediation
to  the  state.  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 Company or Partnership.
<PAGE>

Inflation

Inflation has remained relatively low during 1990 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping  centers,   however,
substantially  all of the  Partnership's  long-term  leases  contain  provisions
designed to mitigate the adverse impact of inflation.  Such  provisions  include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which  generally  increase  rental  rates  during the terms of the leases.  Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years,  which permits the  Partnership  to seek increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.

Year 2000 System Compliance

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,  financial  institutions,  and  utility
companies.

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 have tested, and remedied
as needed, our general accounting and property  management  information  system,
all  servers  and  their  operating  systems,  all  principal  desktop  software
applications,  and 70% of our personal computers and PC operating systems. Based
on the test results,  Management does not anticipate any Year 2000 problems 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.
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.

The  Partnership  has surveyed its major tenants,  financial  institutions,  and
utility  companies in order to determine the extent to which the  Partnership is
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 the Partnership.

Management  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 the
Partnership.

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

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
line of credit and  long-term  debt used to maintain  liquidity and fund capital
expenditures and expansion of the Partnership's real estate investment portfolio
and operations.  The Partnership's interest rate risk management objective is to
limit the impact of  interest  rate  changes on  earnings  and cash flows and to
lower its overall  borrowing  costs.  To achieve its objectives the  Partnership
borrows  primarily  at fixed  rates  and may  enter  into  derivative  financial
instruments  such as interest  rate swaps,  caps and treasury  locks in order to
mitigate  its  interest  rate  risk  on  a  related  financial  instrument.  The
Partnership has no plans to enter into derivative or interest rate  transactions
for speculative purposes, and at June 30, 1999, the Partnership did not have any
borrowings hedged with derivative financial instruments.

The Partnership's interest rate risk is monitored using a variety of techniques.
The table below presents the principal  amounts  maturing (in  thousands)  based
upon contractual terms,  weighted average interest rates of debt remaining,  and
the fair value of total debt (in  thousands),  by year of  expected  maturity to
evaluate the expected cash flows and sensitivity to interest rate changes.
<TABLE>
<CAPTION>
                                                                                                                      Fair
                                      1999        2000       2001        2002       2003    Thereafter     Total      Value
                                      ----        ----       ----        ----       ----    ----------     -----      -----

<S>                                  <C>         <C>        <C>         <C>        <C>      <C>           <C>        <C>

Fixed rate debt                       3,317      53,170     42,661      49,063     18,218     532,430     698,859    712,413
Average interest rate for all debt    7.81%      7.81%       7.78%      7.70%      7.66%       7.81%          -        -

Variable rate LIBOR debt             12,959       132       254,650       -          -           -        267,741    267,741
Average interest rate for all debt    6.13%      6.13%         -          -          -           -           -          -
</TABLE>


As the table  incorporates  only those exposures that exist as of June 30, 1999,
it does not consider those  exposures or positions  which could arise after that
date.  Moreover,  because firm commitments are not presented in the table above,
the information presented therein has limited predictive value. As a result, the
Partnership's  ultimate  realized  gain or loss with  respect to  interest  rate
fluctuations  will depend on the  exposures  that arise  during the period,  the
Company's hedging strategies at that time, and interest rates.

Forward Looking Statements

This report contains certain forward-looking statements (as such term is defined
in the  Private  Securities  Litigation  Reform  Act of  1995)  and  information
relating  to the  Company  that  is  based  on  the  beliefs  of  the  Company's
management,  as well as assumptions made by and information  currently available
to  management.  When  used in this  report,  the words  "estimate,"  "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to  identify  forward-looking  statements.  Such  statements  involve  known and
unknown  risks,  uncertainties  and other  factors  that may  cause  the  actual
results,  performance or achievements of the Company, or industry results, to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among others, the following:  general economic and business conditions;  changes
in customer preferences;  competition; changes in technology; the integration of
acquisitions,  including Pacific; changes in business strategy; the indebtedness
of the Company;  quality of management,  business  abilities and judgment of the
Company's  personnel;  the  availability,  terms and deployment of capital;  and
various  other factors  referenced in this report.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date  hereof.  The Company does not  undertake  any  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated events.


<PAGE>
Item 6 Exhibits and Reports on Form 8-K:

(c)      Exhibits:

           Reports on Form 8-K.
           None





27.1       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 11, 1999                      REGENCY CENTERS, L..P.



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