United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

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

                                      -or-

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

               For the transition period from ________ to ________

                         Commission File Number 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>
Item 1. Financial Statments
                           
                                  REGENCY CENTERS, L.P.
                             Consolidated Balance Sheets
                      September 30, 1998 and December 31, 1997
<TABLE>
<CAPTION>

                                                                                  1998                      1997
                                                                                  ----                      ----
                                                                               (unaudited)

<S>                                                                       <C>                          <C>

Assets                                                                         
Real estate investments, at cost:
    Land                                                                  $      201,611,212              134,457,274
    Buildings and improvements                                                   716,286,569              467,730,009
    Construction in progress - development for investment                          7,220,442               13,427,370
    Construction in progress - development for sale                               16,727,205               20,173,039
                                                                            -----------------          ---------------
                                                                                 941,845,428              635,787,692
    Less:  accumulated depreciation                                               30,092,439               22,041,114
                                                                            -----------------          ---------------
                                                                                 911,752,989              613,746,578

    Investments in real estate partnerships                                       24,812,813                  999,730
                                                                            -----------------          ---------------
          Net real estate investments                                            936,565,802              614,746,308


Cash and cash equivalents                                                         13,069,033               14,642,429
Tenant receivables, net of allowance for uncollectible accounts
    of $2,093,924 and $1,162,570 at September 30, 1998
    and December 31, 1997, respectively                                           13,331,237                7,245,788
Deferred costs, less accumulated amortization of
    $1,905,716 and $1,456,933 at September 30, 1998
    and December 31, 1997, respectively                                            3,721,370                2,215,099
Other assets                                                                       5,547,600                2,299,521
                                                                            -----------------          ---------------

                                                                          $      972,235,042              641,149,145
                                                                            =================          ===============

Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                                338,278,896              145,455,989
    Acquisition and development line of credit                                    45,931,185               48,131,185
    Accounts payable and other liabilities                                        23,726,388                9,972,065
    Tenants' security and escrow deposits                                          2,419,249                1,854,700
                                                                            -----------------          ---------------

           Total liabilities                                                     410,355,718              205,413,939
                                                                            -----------------          ---------------

Limited partners' interest in consolidated partnerships
    (note 2)                                                                       7,469,749                7,305,945
                                                                            -----------------          ---------------

Partners' Capital:
Series A  preferred units, par value $50, 1,600,000 units
     issued and outstanding at September 30, 1998                                 78,800,000                        -
General partner; 23,585,493 and 21,822,226 common units outstanding
     at September 30, 1998 and December 31, 1997, respectively                   454,666,241              415,112,127
Limited partners; 1,077,808 and 545,357 common units outstanding
     at September 30, 1998 and December 31, 1997, respectively                    20,943,334               13,317,134
                                                                            -----------------          ---------------
          Total partners' capital                                                554,409,575              428,429,261
                                                                            -----------------          ---------------

Commitments and contingencies

                                                                          $      972,235,042              641,149,145
                                                                            =================          ===============
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>





                                        REGENCY CENTERS, L.P.
                                Consolidated Statements of Operations
                     For the Three Months ended September 30, 1998 and 1997
                                         (unaudited)

<TABLE>
<CAPTION>

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

Revenues:
    Minimum rent                                                          $       22,354,064               14,922,153
    Percentage rent                                                                   91,356                  162,301
    Recoveries from tenants                                                        5,080,325                3,338,465
    Management, leasing and brokerage fees                                         2,616,945                2,601,076
    Equity in income of investments in
       real estate partnerships                                                      364,778                    2,557
                                                                            -----------------          --------------

          Total revenues                                                          30,507,468               21,026,552
                                                                            -----------------          ---------------

Operating expenses:
    Depreciation and amortization                                                  5,328,129                3,255,958
    Operating and maintenance                                                      3,654,505                3,042,856
    General and administrative                                                     3,375,878                2,545,387
    Real estate taxes                                                              2,612,111                1,822,347
                                                                            -----------------          --------------

          Total operating expenses                                                14,970,623               10,666,548
                                                                            -----------------          ---------------

Interest expense (income):
    Interest expense                                                               5,272,968                2,782,220
    Interest income                                                                 (405,787)                (263,266)
                                                                            -----------------          ---------------
          Net interest expense                                                     4,867,181                2,518,954
                                                                            -----------------          ---------------

          Income before minority interests and sale
            of real estate investments                                            10,669,664                7,841,050
                                                                            -----------------          ---------------

Minority interest of limited partners                                               (189,385)                (220,589)
Loss on sale of real estate investments                                               (8,871)                       -
                                                                            -----------------          ---------------

          Net income                                                              10,471,408                7,620,461

Preferred unit distribution                                                       (1,733,333)                       -
                                                                            -----------------          ---------------

          Net income for unitholders                                               8,738,075                7,620,461
                                                                            =================          ===============

Net income per common unit:
          Basic                                                           $             0.30                     0.35
                                                                            =================          ===============

          Diluted                                                         $             0.30                     0.33
                                                                            =================          ===============
</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>

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


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

Revenues:
    Minimum rent                                                          $       59,555,899               38,021,981
    Percentage rent                                                                  714,255                  689,100
    Recoveries from tenants                                                       13,424,928                8,466,101
    Management, leasing and brokerage fees                                         8,023,313                6,288,601
    Equity in income of investments in
       real estate partnerships                                                      511,189                   19,694
                                                                            -----------------          ---------------
          Total revenues                                                          82,229,584               53,485,477
                                                                            -----------------          ---------------

Operating expenses:
    Depreciation and amortization                                                 14,068,450                8,407,931
    Operating and maintenance                                                     10,025,253                7,490,702
    General and administrative                                                    10,638,327                7,761,401
    Real estate taxes                                                              7,010,606                4,542,042
                                                                            -----------------          ---------------

          Total operating expenses                                                41,742,636               28,202,076
                                                                            -----------------          ---------------

Interest expense (income):
    Interest expense                                                              14,522,548               10,414,048
    Interest income                                                               (1,339,259)                (686,282)
                                                                            -----------------          ---------------
          Net interest expense                                                    13,183,289                9,727,766
                                                                            -----------------          ---------------

          Income before minority interests and sale
            of real estate investments                                            27,303,659               15,555,635
                                                                            -----------------          ---------------

Minority interest of limited partners                                               (389,544)                (565,731)
Gain on sale of real estate investments                                           10,737,226                        -
                                                                            -----------------          ---------------

          Net income                                                              37,651,341               14,989,904

Preferred unit distribution                                                       (1,733,333)                       -
                                                                            -----------------          ---------------

          Net income available for common unit holders                            35,918,008               14,989,904
                                                                            =================          ===============

Net income per common unit:
          Basic                                                           $             1.34                     0.67
                                                                            =================          ===============

          Diluted                                                         $             1.31                     0.63
                                                                            =================          ===============
</TABLE>


See accompanying notes to consolidated financial statements
<PAGE>

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

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

Cash flows from operating activities:
    Net income                                                               $   37,651,341            14,989,904
    Adjustments to reconcile net income to net
      Cash provided by operating activities:
          Depreciation and amortization                                          14,068,450             8,407,931
          Deferred financing cost and debt premium amortization                    (366,616)                    -
          Minority interest of limited partners                                     389,544               565,731
          Equity in income of investments in real estate partnerships              (511,189)              (19,694)
          Gain on sale of real estate investments                               (10,737,226)                    -
          Changes in assets and liabilities:
              Tenant receivables                                                 (6,085,449)              515,449
              Deferred leasing commissions                                       (1,260,601)             (406,449)
              Other assets                                                       (4,975,156)             (824,376)
              Tenants' security deposits                                            564,549               363,657
              Accounts payable and other liabilities                             12,020,990             4,663,184
                                                                             ---------------       ---------------
                 Net cash provided by operating activities                       40,758,637            28,255,337
                                                                             ---------------       ---------------

Cash flows from investing activities:
     Acquisition and development of real estate                                (178,953,026)         (130,993,385)
     Investment in real estate partnerships                                     (23,337,738)                    -
     Capital improvements                                                        (3,650,658)           (1,863,824)
     Construction in progress for sale, net of reimbursement                      3,445,834            (8,094,704)
     Proceeds from sale of real estate investments                               30,662,197                     -
     Distributions received from real estate partnership investments                 35,844                50,000
                                                                             ---------------       ---------------
                 Net cash used in investing activities                         (171,797,547)         (140,901,913)
                                                                             ---------------       ---------------

Cash flows from financing activities:
     Net proceeds from issuance of limited partnership units                          7,694             2,255,140
     Cash contributions from the issuance of Regency stock                        9,733,060           208,356,926
     Contributions from limited partners in consolidated partnerships               164,785                     -
     Cash distributions for preferred units                                      (1,733,333)                    -
     Cash distributions for dividends                                           (38,783,993)          (24,733,456)
     Other contributions (distributions), net                                    12,195,873             1,860,910
     Net proceeds from issuance of Series A  preferred units                     78,800,000                     -
     Net proceeds from term notes                                                99,758,000                     -
     Repayment of acquisition and development line of credit, net                (2,200,000)          (69,870,000)
     Proceeds from mortgage loans payable                                         7,345,000            14,649,706
     Repayment of mortgage loans payable                                        (34,576,785)          (14,905,241)
     Deferred financing costs                                                    (1,244,787)             (564,586)
                                                                             ---------------       ---------------
                 Net cash provided by financing activities                      129,465,514           117,049,399
                                                                             ---------------       ---------------

                 Net (decrease) increase in cash and cash equivalents            (1,573,396)            4,402,823

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

Cash and cash equivalents at end of period                                   $   13,069,033            10,869,722
                                                                             ===============       ===============



</TABLE>

<PAGE>


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

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



Supplemental disclosure of non-cash transactions:
  Mortgage loans assumed from sellers of real estate                         $ 121,166,552           117,698,966
                                                                              ==============       ===============

  Limited and general partnership units
     issued to acquire real estate                                           $  35,389,254            94,769,706
                                                                             ===============       ===============

</TABLE>






See accompanying notes to consolidated financial statements.
<PAGE>




                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998


1.     Summary of Significant Accounting Policies


       (a)    Organization and Principles of Consolidation

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

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

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

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

       (b)    Statement of Financial Accounting Standards No. 130

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



<PAGE>



                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998


1.      Summary of Significant Accounting Policies (continued)


       (c)    Statement of Financial Accounting Standards No. 131

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

       (d)    Emerging Issues Task Force Issue 97-11

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

         (e)     Emerging Issues Task Force Issue 98-9

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

        (f)   Reclassifications

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



<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998


2.     Acquisitions of Shopping Centers

       During  the  first  nine  months of 1998,  the  Partnership  acquired  26
       shopping   centers   for   approximately   $303.2   million   (the  "1998
       Acquisitions").  In  January,  1998,  the  Partnership  entered  into  an
       agreement to acquire 32 shopping centers from various entities comprising
       the  Midland  Group  ("Midland")  Of the 32  centers  to be  acquired  or
       developed,  31 are anchored by Kroger, or its affiliate.  The Partnership
       currently owns 20 of the shopping  centers fee simple  and 12
       through  joint  ventures.  All of the  shopping  centers  included in the
       development  pipeline are owned through  various joint  ventures in which
       the Partnership owns less than a 50% interest (the "JV Properties").  The
       Partnership's  investment  in the  properties  acquired  from  Midland is
       $220.4 million at September 30, 1998. The Partnership  expects to acquire
       the un-owned  interests  in two of the JV  Properties  for  approximately
       $20.7 million prior to year-end.  During 1998,  1999 and 2000,  including
       all payments made to date, the Partnership  will pay  approximately  $241
       million for the  properties,  including the  assumption  of debt,  and in
       addition  may pay  contingent  consideration  of up to an  estimated  $23
       million,  through the  issuance of  Partnership  units and the payment of
       cash. Whether contingent consideration will be issued, and if issued, the
       amount of such  consideration,  will  depend on the  satisfaction  during
       1998,  1999,  and 2000 of  performance  criteria  relating  to the assets
       acquired from  Midland.  For example,  if a property  acquired as part of
       Midland's  development pipeline satisfies specified  performance criteria
       at closing and when  development  is completed,  the  transferors  of the
       property  may be entitled to  additional  Partnership  units based on the
       development  cost of the  properties  and  their  net  operating  income.
       Transferors who received cash at the initial Midland closing will receive
       contingent future consideration in cash rather than units.

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

3.     Notes Payable and Unsecured Line of Credit

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

                                                    1998             1997
                                                    ----             ----
   Notes Payable:
       Fixed rate mortgage loans         $       204,218,450      114,615,011
       Variable rate mortgage loans               12,620,514       30,840,978
       Fixed rate unsecured loans                121,439,932                -
       Unsecured line of credit                   45,931,185       48,131,185
                                                 -----------      -----------
            Total                        $       384,210,081      193,587,174
                                                 ===========      ===========

       During March,  1998, the Partnership  modified the terms of its unsecured
       line of credit (the "Line") by increasing the commitment to $300 million,
       reducing the interest rate, and  incorporating a competitive bid facility
       of up to $150  million of the  commitment  amount.  Maximum  availability
       under the Line is subject to a pool of  unencumbered  assets which cannot
       have an aggregate value less


<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998


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

       than  175%  of the  amount  of the  Partnership's  outstanding  unsecured
       liabilities.  The Line matures in May 2000, but may be extended  annually
       for one year  periods.  Borrowings  under  the Line  bear  interest  at a
       variable rate based on LIBOR plus a specified spread,  (.875% currently),
       which is dependent on the  Partnership's  investment  grade  rating.  The
       Partnership's  ratings are currently Baa2 from Moody's Investor  Service,
       BBB  from  Duff and  Phelps,  and  BBB-  from  Standard  and  Poors.  The
       Partnership  is  required  to comply  with  certain  financial  covenants
       consistent  with  this  type of  unsecured  financing.  The  Line is used
       primarily to finance the acquisition and development of real estate,  but
       is available for general working capital purposes.

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

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

       Mortgage  loans are  secured  by  certain  real  estate  properties,  but
       generally may be prepaid  subject to a prepayment of a  yield-maintenance
       premium.  Mortgage  loans are  generally due in monthly  installments  of
       interest  and  principal  and mature over  various  terms  through  2018.
       Variable  interest rates on mortgage  loans are currently  based on LIBOR
       plus a spread in a range of 125 basis points to 150 basis points.
       Fixed interest rates on mortgage loans range from 7.04% to 9.8%.

       During the first nine months of 1998, the  Partnership  assumed  mortgage
       loans with a face value of  $112,124,875  related to the  acquisition  of
       shopping  centers.  The  Partnership has recorded the loans at fair value
       which created debt  premiums of $9,041,677  related to assumed debt based
       upon the  above  market  interest  rates of the  debt  instruments.  Debt
       premiums  are  being  amortized  over  the  terms  of  the  related  debt
       instruments.

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of  $74,905,055  at September 30, 1998,  and the  Partnership's  share of
       these loans was $31,250,636.

<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998



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

       As of September 30, 1998, scheduled principal repayments on notes payable
       and the unsecured line of credit were as follows:

              1998                                           $        8,359,366
              1999                                                   15,058,956
              2000                                                   55,880,179
              2001                                                   19,026,352
              2002                                                   38,742,477
              Thereafter                                            238,970,935
                                                                    -----------
                  Subtotal                                          376,038,265
              Net unamortized debt premiums                           8,171,816
                                                                    -----------
                  Total                                      $      384,210,081
                                                                    ===========

4.     Earnings Per Unit

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

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

         Basic Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding                                         24,404            18,148
                                                                                    

         Net income for unitholders                                     $            8,738             7,620
         
         Less: dividends paid on Class B common stock                                1,344             1,285
                                                                                     -----             -----
                                       
         Net income for Basic Earnings per Unit                         $            7,394             6,335
                                                                                     =====             =====

                                                      
         Basic Earnings per Unit                                        $              .30               .35
                                                                                       ===               ===

         Diluted Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding for Basic EPU                           24,404            18,148
         Incremental units to be issued under common
            stock options using the Treasury method                                      -                83
         Contingent units  for the acquisition
            of real estate                                                             492             1,151
                                                                                    ------            ------             

         Total diluted units                                                        24,896            19,382
                                                                                    ======            ======

                                                    
         Diluted Earnings per Unit                                      $              .30               .33
                                                                                       ===               ===
</TABLE>

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

<PAGE>





                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 1998


4.     Earnings Per Unit  (continued)

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

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

         Basic Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding                                         23,872            16,516
                                                                                    

         Net income for unitholders                                     $           35,918            14,990
                                                                                    
         
         Less: dividends paid on Class B common stock                                4,033             3,855
                                                                                     -----             -----
         
         Net income for Basic Earnings per Unit                         $           31,885            11,135
                                                                                    ======            ======

                                                      
         Basic Earnings per Unit                                        $             1.34               .67
                                                                                      ====               ===

         Diluted Earnings Per Unit (EPU) Calculation:
         Weighted average units outstanding for Basic EPU                           23,872            16,516
         Incremental units to be issued under common
            stock options using the Treasury method                                      -                87
         Contingent units  for the acquisition
            of real estate                                                             418             1,151
                                                                                    ------            ------   

         Total diluted units                                                        24,290            17,754
                                                                                    ======            ======

                                                    
         Diluted Earnings per Unit                                      $             1.31               .63
                                                                                      ====               ===
</TABLE>

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

<PAGE>


                                   PART I

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

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

Organization

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

Of the 125 properties included in Regency's portfolio at September 30, 1998, 104
properties were owned either fee simple or through partnership  interests by the
Partnership. At September 30, 1998, Regency had an investment in real estate, at
cost,  of  approximately  $1.2 billion of which $967 million or 82% was owned by
the Partnership.

Shopping Center Business

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

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

     Florida                         36      4,580,112           92.5%             35     4,168,458           93.5%
     Georgia                         25      2,537,552           90.7%             23     2,368,890           92.4%
     North Carolina                  12      1,241,784           97.7%              6       554,332           99.0%
     Ohio                            10      1,045,630           96.7%              -             -               -
     Texas                            5        451,227           89.4%              -             -               -
     Colorado                         5        447,663           84.3%              -             -               -
     Tennessee                        4        295,257           98.7%              3       208,386           98.5%
     Kentucky                         1        205,060           95.6%              -             -               -
     South Carolina                   1         79,723          100.0%              1        79,743           84.3%
     Virginia                         2        197,324           99.5%              -             -               -
     Michigan                         1         85,478           99.0%              -             -               -
     Delaware                         1        232,752           95.5%              -             -               -
     Missouri                         1         82,498           99.8%              -             -               -
                           ------------    -------------     ---------    ------------    ---------        --------
         Total                      104     11,482,060           93.1%             68     7,379,778           93.6%                 
                           ============    =============     =========    ============    =========        ======== 
</TABLE>
<PAGE>
        

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

                                                                   Average
  Grocery Anchor     Number of     % of        % of Annual      Remaining Lease
                       Stores     Total GLA      Base Rent          Term

   Kroger *             35        18.2%          18.0%              20 yrs
    Publix               26        10.7%          8.4%               13 yrs
    Winn Dixie           11        4.8%           3.5%               13 yrs
    Blockbuster          29        1.6%           2.5%                4 yrs

 *includes  properties under  development  scheduled for opening in 1998
 and 1999.  Excluding  development  properties,  Kroger would  represent
 15.4% of GLA and 14.9% of annual base rent.

Acquisition and Development of Shopping Centers

During the first nine  months of 1998,  the  Partnership  acquired  26  shopping
centers for approximately $303.2 million (the "1998 Acquisitions").  In January,
1998, the Partnership  entered into an agreement to acquire 32 shopping  centers
from  various  entities  comprising  the Midland  Group  ("Midland").  Of the 32
centers  to be  acquired  or  developed,  31  are  anchored  by  Kroger,  or its
affiliate.  The Partnership currently owns 20 of the shopping centers fee simple
and 12 through  joint  ventures.  All of the  shopping  centers  included in the
development  pipeline  are owned  through  various  joint  ventures in which the
Partnership  owns  less  than  a  50%  interest  (the  "JV   Properties").   The
Partnership's  investment  in the  properties  acquired  from  Midland is $220.4
million at September 30, 1998. The expects to acquire the un-owned  interests in
two of the JV  Properties  for  approximately  $20.7  million prior to year-end.
During 1998, 1999 and 2000, including all payments made to date, the Partnership
will pay approximately $241 million for the properties, including the assumption
of debt, and in addition may pay contingent  consideration of up to an estimated
$23 million,  through the issuance of Partnership units and the payment of cash.
Whether  contingent  consideration  will be issued, and if issued, the amount of
such consideration,  will depend on the satisfaction during 1998, 1999, and 2000
of  performance  criteria  relating to the assets  acquired  from  Midland.  For
example,  if a  property  acquired  as part of  Midland's  development  pipeline
satisfies  specified  performance  criteria at closing and when  development  is
completed,  the  transferors  of the  property  may be  entitled  to  additional
Partnership  units based on the development cost of the properties and their net
operating  income.  Transferors who received cash at the initial Midland closing
will receive contingent future consideration in cash rather than units.

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

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to unit  holders.  Net cash  provided by operating
activities  was  $40.8  million  and $28.2  million  for the nine  months  ended
September 30, 1998 and 1997, respectively. The Partnership paid distributions of
$40.5 million and $24.7 million,  during 1998 and 1997,  respectively.  In 1998,
the Partnership increased its quarterly  distribution to $.44 per unit
vs. $.42 per unit in 1997,  had more  outstanding  units in 1998 vs. 1997;  and
accordingly,  expects  distributions paid during 1998 to increase  substantially
over 1997.

Management expects to meet long-term liquidity requirements for debt maturities,
and acquisition, renovation and development of shopping centers from: (i) excess
cash generated from operating activities,  (ii) working capital reserves,  (iii)
additional  debt  borrowings,  and (iv)  additional  equity raised in the public
markets.  Net cash used in investing  activities  was $171.8  million and $140.9
million, during 1998 and 1997, respectively,  as discussed above in Acquisitions
and Development of Shopping Centers.  Net cash provided by financing  activities
was $129.4  million  and $117  million  during 1998 and 1997,  respectively.  At
September 30, 1998, the Partnership had 14 shopping  centers under  construction
or undergoing major renovations. Total committed costs necessary to complete the
properties  under  development  is  estimated  to be $35.1  million  and will be
expended through August 1999.

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

                                                       1998             1997
                                                       ----             ----
       Notes Payable:
           Fixed rate mortgage loans            $     204,218          114,615
           Variable rate mortgage loans                12,621           30,841
           Fixed rate unsecured loans                 121,440                -
           Unsecured line of credit                    45,931           48,131
                                                   ----------         --------
                Total                           $     384,210          193,587
                                                   ==========         ========
                                                       

The weighted  average interest rate on total debt at September 30, 1998 and 1997
was  7.5%  and  7.4%   respectively.   The   Partnership's   debt  is  typically
cross-defaulted, but not cross-collateralized,  and includes usual and customary
affirmative and negative covenants.

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

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

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

Mortgage loans are secured by certain real estate properties,  but generally may
be prepaid  subject to a prepayment  of a  yield-maintenance  premium.  Mortgage
loans are  generally due in monthly  installments  of interest and principal and
mature over various  terms  through 2018.  Variable  interest  rates on mortgage
loans are currently  based on LIBOR plus a spread in a range of 125 basis points
to 150 basis points.  Fixed interest rates on mortgage loans range from 7.04% to
9.8%.

During the first nine months of 1998,  the  Partnership  assumed  mortgage loans
with a face value of $112.1  million  related  to the  acquisition  of  shopping
centers. The Partnership has recorded the loans at fair value which created debt
premiums  of $9  million  related to  assumed  debt based upon the above  market
interest rates of the debt  instruments.  Debt premiums are being amortized over
the terms of the related debt instruments.

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$74.9 million at September 30, 1998, and the Partnership's  share of these loans
was $31.2 million.

As of September  30, 1998,  scheduled  principal  repayments  on notes
payable and the unsecured line of credit were as follows:

    1998                                           $            8,359
    1999                                                       15,059
    2000                                                       55,880
    2001                                                       19,026
    2002                                                       38,742
    Thereafter                                                238,972
                                                              -------
        Subtotal                                              376,038
    Net unamortized debt premiums                               8,172
                                                              -------           
        Total                                      $          384,210
                                                              =======

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

Results from Operations

Comparison of the Nine Months Ended September 30, 1998 to 1997

Revenues  increased  $28.7 million or 54% to $82.2 million in 1998. The increase
was due primarily to the 1998 and 1997 Acquisitions.  At September 30, 1998, the
real estate portfolio contained  approximately 11.5 million SF, was 93.1% leased
and had average rents of $9.35 per SF. Minimum rent  increased  $21.5 million or
57%, and recoveries  from tenants  increased $5.0 million or 59%.  Revenues from
property management,  leasing,  brokerage,  and development services provided on
properties  not owned by the  Partnership  were $8.0 million in 1998 compared to
$6.3 million in 1997, the increase due primarily to fees earned from third party
property management and leasing contracts acquired as part of the acquisition of
Branch.  During 1998, the Partnership sold four office buildings and a parcel of
land for $30.7 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 neighborhood  shopping centers. The proceeds from the sale
were applied toward the purchase of the 1998 acquisitions.

Operating  expenses  increased  $13.5  million or 48% to $41.7  million in 1998.
Combined operating and maintenance, and real estate taxes increased $5.0 million
or 42% during 1998 to $17.0 million.  The increases are due to the 1998 and 1997
Acquisitions.  General and administrative  expenses increased 37% during 1998 to
$10.6  million due to the hiring of new employees  and related  office  expenses
necessary to manage the shopping  centers acquired during 1998 and 1997, as well
as, the shopping  centers that the Partnership  began managing for third parties
during 1998 and 1997.  Depreciation  and  amortization  increased  $5.7  million
during 1998 or 67% primarily due to the 1998 and 1997 Acquisitions.

Interest  expense  increased to $14.5 million in 1998 from $10.4 million in 1997
or 40%  due to  increased  average  outstanding  loan  balances  related  to the
financing of the 1998 and 1997  Acquisitions  on the Line and the  assumption of
debt.

Net income for  unitholders was $35.9 million in 1998 vs. $15.0 million in 1997,
a $20.9 million or 140% increase for the reasons previously  described.  Diluted
earnings per unit in 1998 was $1.31 vs. $0.63 in 1997 due to the increase in net
income combined with the dilutive  impact from the increase in weighted  average
common units and equivalents of 6.5 million  primarily due to the acquisition of
Branch and Midland,  the issuance of units to  SC-USREALTY  during 1997, and the
public offering completed in July, 1997.

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

Revenues  increased  $9.5 million or 45% to $30.5 million in 1998.  The increase
was due primarily to the 1998 and 1997 Acquisitions. Minimum rent increased $7.4
million or 50%,  and  recoveries  from  tenants  increased  $1.7 million or 52%.
Revenues from property management,  leasing, brokerage, and development services
provided on properties  not owned by the  Partnership  were $2.6 million in 1998
and 1997.

Operating  expenses  increased  $4.3  million  or 40% to $15.0  million in 1998.
Combined operating and maintenance, and real estate taxes increased $1.4 million
or 29% during 1998 to $6.3  million.  The increases are due to the 1998 and 1997
Acquisitions.  General and administrative  expenses increased 33% during 1998 to
$3.4  million due to the hiring of new  employees  and related  office  expenses
necessary to manage the shopping  centers acquired during 1998 and 1997, as well
as, the shopping  centers that the Partnership  began managing for third parties
during 1997. Depreciation and amortization increased $2.1 million during 1998 or
64% primarily due to the 1998 and 1997 Acquisitions.

Interest expense  increased to $5.3 million in 1998 from $2.8 million in 1997 or
90% due to increased average  outstanding loan balances related to the financing
of the 1998 and 1997 Acquisitions on the Line and the assumption of debt.

New Accounting Standards and Accounting Changes

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

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

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

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

Environmental Matters

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

Inflation

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

Year 2000 System Compliance

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

The Partnership's  Year 2000 Compliance  Project includes an awareness phase, an
assessment phase, a renovation phase, and a testing phase of our data processing
network,  accounting  and property  management  systems,  computer and operating
systems,  software packages,  and building management systems.  The project also
includes surveying our major tenants and financial institutions.

The Partnership's computer hardware,  operating systems,  general accounting and
property management systems and principal desktop software applications are Year
2000  compliant as certified by the various  vendors.  We are currently  testing
these  systems,  and expect to complete the testing  phase by December 31, 1998.
Based on initial  testing,  Management  does not anticipate any Year 2000 issues
that will  materially  impact  operations  or  operating  results.  Total  costs
incurred to date associated with the Partnership's  Year 2000 compliance project
have been reflected in the  Partnership's  income statement  throughout 1997 and
1998, and were approximately $250,000.

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

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

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

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


                          PART II

Item 1.  Legal Proceedings

         None

Item 6.  Exhibits and Reports on Form 8-K

         A.        Exhibits

         Item 10. Material contracts


Reports on Form 8-K:
                  A report on Form 8-K was filed on  October  7, 1998  reporting
                  under Item 5.  Acquisition  of Pike Creek  Shopping  Center to
                  include audited  Statement of Revenues and Certain Expenses as
                  of  December  31,  1997,  as  well  as,  pro  forma  condensed
                  consolidated  financial  statements of operations  for the six
                  months  ended June 30,  1998 and the year ended  December  31,
                  1997.


              27. Financial Data Schedule

                  September 30, 1998






<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:  November 16, 1998                             REGENCY CENTERS, L.P.



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