United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] For the quarterly period ended March 31, 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
                               March 31, 1999 and December 31, 1998


<TABLE>
<CAPTION>


                                                                              1999                  1998
                                                                              ----                  ----
                                                                            (unaudited)
<S>                                                                    <C>                     <C>   

Assets      
Real estate investments, at cost:
    Land                                                               $     526,972,541           222,259,131
    Buildings and improvements                                             1,671,645,088           795,124,798
    Construction in progress - development for investment                     36,399,543            15,647,659
    Construction in progress - development for sale                           65,917,700            20,869,915
                                                                         ----------------      ----------------
                                                                           2,300,934,872         1,053,901,503
    Less:  accumulated depreciation                                           47,442,799            36,752,466
                                                                         ----------------      ----------------
                                                                           2,253,492,073         1,017,149,037

    Investments in real estate partnerships                                   33,579,438            30,630,540
                                                                         ----------------      ----------------
          Net real estate investments                                      2,287,071,511         1,047,779,577


Cash and cash equivalents                                                     26,184,563            15,536,926
Tenant receivables, net of allowance for uncollectible accounts
    of $1,806,705 and $1,787,866 at March 31, 1999
    and December 31, 1998, respectively                                       21,164,065            13,712,937
Deferred costs, less accumulated amortization of
    $2,873,138 and $2,350,267 at March 31, 1999
    and December 31, 1998, respectively                                        7,502,407             5,156,289
Other assets                                                                   4,626,799             4,251,221
                                                                         ----------------      ----------------

                                                                       $   2,346,549,345         1,086,436,950
                                                                         ================      ================

Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                            487,163,019           362,744,897
    Acquisition and development line of credit                               441,379,310           117,631,185
    Accounts payable and other liabilities                                    33,491,902            17,596,224
    Tenants' security and escrow deposits                                      6,516,535             2,638,033
                                                                         ----------------      ----------------
                                                                         
           Total liabilities                                                 968,550,766           500,610,339
                                                                         ----------------      ----------------

Limited partners' interest in consolidated partnerships
    (note 2)                                                                  11,819,557            11,558,619
                                                                         ----------------      ----------------

Partners' Capital:
Series A preferred units, par value $50,  1,600,000 units issued and 
outstanding at March 31, 1999 and
    December 31, 1998; liquidation preference $50 per unit                    78,800,000            78,800,000
General partner; 58,303,006 and 24,537,723 units outstanding
     at March 31, 1999 and December 31, 1998, respectively                 1,247,187,150           472,748,608
Limited partners; 1,869,935 and 1,147,446 units outstanding
     at March 31, 1999 and December 31, 1998, respectively                    40,191,872            22,719,384
                                                                         ----------------      ----------------
          Total partners' capital                                          1,366,179,022           574,267,992
                                                                         ----------------      ----------------

Commitments and contingencies

                                                                       $   2,346,549,345         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 March 31, 1999 and 1998
                                           (unaudited)


                                                           1999             1998
                                                           ----             ----
Revenues:
    Minimum rent                                    $35,650,932       18,072,602
    Percentage rent                                     327,971          550,217
    Recoveries from tenants                           8,498,064        3,837,231
    Management, leasing and brokerage fees            1,789,853        2,728,672
    Equity in income of investments in
       real estate partnerships                         741,103              985
                                                     -----------     -----------
                                                    
          Total revenues                             47,007,923       25,189,707
                                                    -----------      -----------

Operating expenses:
    Depreciation and amortization                     8,506,319        4,360,659
    Operating and maintenance                         6,301,985        3,184,444
    General and administrative                        3,787,359        3,433,108
    Real estate taxes                                 4,371,510        2,252,392
                                                    ------------     -----------
                                                    
          Total operating expenses                   22,967,173       13,230,603
                                                   -------------     -----------

Interest expense (income):
    Interest expense                                  9,657,960        4,161,258
    Interest income                                    (452,889)       (318,246)
                                                                      ----------
                                                    ------------      ----------
          Net interest expense                        9,205,071        3,843,012
                                                    ------------      ----------

 Income before minority interests and sale
  of real estate investments                         14,835,679        8,116,092

Gain on sale of real estate investments                       -       10,237,419
Minority interest of limited partners                  (260,939)        (97,149)
                                                    ------------     -----------

         Net income                                  14,574,740       18,256,362

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

 Net income for common unitholders                   12,949,739       18,256,362
                                                    =============    ===========

Net income per common unit:
          Basic                                     $      0.33             0.69
                                                    =============     ==========

          Diluted                                   $      0.33             0.68
                                                    =============     ==========





See accompanying notes to consolidated financial statements


<PAGE>
                                        REGENCY CENTERS, L.P.
                           Consolidated Statements of Changes in Capital
                              For the Three Months Ended March 31, 1999
                                            (Unaudited)

                                             Series A
<TABLE>
<CAPTION>
<S>                                              <C>                 <C>                  <C>                 <C>
                                                       
                                                     Preferred            General           Limited               Total
                                                       Units              Partner           Partners             Capital
               
Balance December 31, 1998                           $ 78,800,000        472,748,608        22,719,384            574,267,992

Net income                                             1,625,001         12,371,534           578,205             14,574,740
Cash contributions from the                                                                                                -
  issuance of Regency stock/units                              -             28,601                 -                 28,601
Cash distributions for dividends                               -        (13,274,870)         (481,984)           (13,756,854)
Preferred unit distribution                           (1,625,001)                 -                 -             (1,625,001)
Other contributions (distributions), net                       -        (13,853,923)                -            (13,853,923)
Units issued for acquisition
  of real estate                                               -        782,267,133        24,276,334            806,543,467
Units exchanged for commo
  stock of Regency                                             -          6,900,067        (6,900,067)                     -
                                                   ---------------   ------------------   ---------------     ---------------
                         
Balance March 31, 1999                           $     78,800,000      1,247,187,150        40,191,872          1,366,179,022
                                                   ===============   ==================   ===============     ===============

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>

                                 REGENCY CENTERS, L.P.
                       Consolidated Statements of Cash Flows
                   For the Three Months Ended March 31, 1999 and 1998
                                     (unaudited)
<TABLE>
<CAPTION>

<S>                                                               <C>                    <C> 
                                                                      1999                    1998
                                                                      ----                    ----
Cash flows from operating activities:
Net income                                                         $ 14,574,740           18,256,362
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization                                         8,506,319            4,360,659
Deferred financing cost and debt premium amortization                 (133,434)               58,880
Stock based compensation                                                580,811              605,822
Minority interest of limited partners                                   260,939               97,149
Equity in income of investments in real estate partnerships           (741,103)                (985)
Gain on sale of real estate investments                                      -          (10,237,419)
Changes in assets and liabilities:
Tenant receivables                                                  (2,956,898)               97,131
Deferred leasing commissions                                          (526,645)              329,779
Other assets                                                            867,968               61,413
Tenants' security deposits                                               60,079             (41,496)
Accounts payable and other liabilities                                7,554,404            (433,634)
                                                                 ---------------        ------------
 Net cash provided by operating activities                           28,047,180           13,153,661
                                                                ----------------        ------------

Cash flows from investing activities:
Acquisition, development and improvements of real estate           (14,589,129)          67,336,236)
Investment in real estate partnerships                              (3,291,401)                    -
Construction in progress for sale, net of reimbursement            (12,316,835)          (7,164,502)
Proceeds from sale of real estate investments                                 -           26,734,955
Distributions received from real estate partnership investments         704,474                8,593
                                                                 ---------------        ------------
Net cash used in investing activities                              (29,492,891)         (47,757,190)
                                                                 ---------------        ------------

Cash flows from financing activities:
Cash contributions form the issuance of Regency stock
   and partnership units                                                 28,601                6,769
Distributions to preferred unitholders                              (1,625,001)                    -
Cash distributions for dividends                                   (13,756,854)         (12,633,383)
Other contributions (distributions), net                           (13,853,923)          (4,563,668)
Proceeds from acquisition and development
  line of credit, net                                                52,148,125           42,100,000
Proceeds from mortgage loans payable                                          -            1,774,207
Repayment of mortgage loans payable                                 (8,870,784)            (574,690)
Deferred financing costs                                            (1,976,816)            (591,622)
                                                                 ---------------        ------------
Net cash provided by financing activities                            12,093,348           25,517,613
                                                                 ---------------        ------------

Net increase in cash and cash equivalents                            10,647,637          (9,085,916)

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

Cash and cash equivalents at end of period                          $26,184,563            5,556,513
                                                                 ===============        ============
</TABLE>

<PAGE>


                                 REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
                      For the Three Months Ended March 31, 1999 and 1998
                                    (unaudited)
                                    -continued-

<TABLE>
<CAPTION>
                                                                                     1999                    1998
                                                                                     ----                    ----
<S>                                                                           <C>                       <C>
Supplemental  disclosure of cash flow  information - cash paid for interest
 (netof capitalized interest of approximately
   $2,150,000 and $1,064,000  in 1999 and 1998 respectively)                  $        8,714,895              3,598,239
                                                                              ===================       ================

Supplemental disclosure of non-cash transactions:
  Mortgage loans assumed for the acquisition of Pacific and real estate       $      405,284,768             65,448,585
                                                                              ===================       ================

  Limited and general partnership units issued
    for the acquisition of Pacific and real estate                            $      806,543,467             26,266,209
                                                                              ===================       ================

  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

                                 March 31, 1999


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" 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.  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.  At March 31,
              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.
<PAGE>

        (b)   Reclassifications

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

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 $69.8 and
       $66.9 million as of March 31, 1999 and 1998, respectively.  Pro forma net
       income for common  unitholders would have been $19.9 and $19.1 million as
       of March 31, 1999 and 1998, respectively.  Pro forma basic net income per
       common  unit would have been $.32 and $.32 as of March 31, 1999 and 1998,
       respectively.  Pro forma  diluted  net income per common  unit would have
       been $.32 and $.31,  as of March 31,  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.

<PAGE>

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 and 1997  (Office  buildings  segment).  The
       Partnership's  reportable  segments offer different  products or services
       and are managed separately because each requires different strategies and
       management  expertise.  There  are no  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).  The
       operating  results for the individual  retail shopping  centers have been
       aggregated since all of the Partnership's shopping centers exhibit highly
       similar economic  characteristics as neighborhood  shopping centers,  and
       offer  similar  degrees  of risk and  opportunities  for  growth.  FFO as
       defined by the  National  Association  of Real Estate  Investment  Trusts
       consists of net income  (computed in accordance  with generally  accepted
       accounting   principles)   excluding   gains   (or   losses)   from  debt
       restructuring and sales of income producing property held for investment,
       plus  depreciation and  amortization of real estate,  and adjustments for
       unconsolidated   investments  in  real  estate   partnerships  and  joint
       ventures.  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 period ended as of March 31,
       1999, and 1998.
<PAGE>

<TABLE>
<CAPTION>
         <S>                                                   <C>              <C> 
         Revenues:                                                  1999              1998
         ---------                                                  ----              ----
           Retail segment                                        45,218,070       21,980,364
           Service operations segment                             1,789,853        2,728,672
           Office buildings segment                                      -           480,671
                                                                 ----------       -----------
              Total revenues                                     47,007,923       25,189,707
                                                                 ==========       ==========
         Funds from Operations:
           Retail segment net operating income                   34,544,575       16,721,043
           Service operations segment income                      1,789,853        2,728,672
           Office buildings segment net operating income                  -          303,156
           Adjustments to calculate consolidated FFO:
             Interest expense                                    (9,657,960)      (4,161,258)
             Interest income                                        452,889          318,246
             Earnings from recurring land sales                           -          901,853
             General and administrative                          (3,787,359)      (3,433,108)
             Non-real estate depreciation                          (175,790)        (133,578)
             Minority interests of limited partners                (260,939)         (97,149)
             Minority interests in depreciation
              And amortization                                     (181,594)        (133,697)
             Share of joint venture depreciation
              and amortization                                       99,193           20,097
             Dividends on preferred shares and units             (1,625,001)               -
                                                               --------------   --------------
               Funds from Operations                             21,197,867       13,034,277
                                                              
           Reconciliation to net income for common
                stockholders:
             Real estate related depreciation
              and amortization                                   (8,330,529)      (4,227,081)
             Minority interests in depreciation
              and amortization                                      181,594          133,697
             Share of joint venture depreciation
              And amortization                                      (99,193)         (20,097)
             Earnings from property  sales                                -        9,335,566
                                                                  ------------    ------------
               Net income available for common
                  Unitholders                                  $ 12,949,739       18,256,362
                                                                 ===========     ============
</TABLE>
                                                                

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


         Assets (in thousands):                   1999             1998
         ----------------------                   ----             ----
           Retail segment                    $  2,221,154        1,026,910
           Service operations segment              65,918           20,870
           Office buildings segment                     -                -
           Cash and other assets                   59,477           38,657
                                             --------------    ------------
             Total assets                     $ 2,346,549        1,086,437
                                             ==============    ============
<PAGE>

4.     Notes Payable and Acquisition and Development Line of Credit

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

                                                       1999            1998
                                                       ----            ----
  Notes Payable:
      Fixed rate mortgage loans              $        341,212         230,398
      Variable rate mortgage loans                     24,773          11,051
      Fixed rate unsecured loans                      121,178         121,296
                                                      -------         -------
            Total notes payable                       487,163         362,745
  Acquisition and development line of credit          441,379         117,631
                                                      -------         -------
           Total                             $        928,542         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 May
       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.  On April 30,  1999,  the
       balance of the Line was $206.9 million.

       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 $405.3
       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 March 31, 1999, scheduled principal repayments on notes payable and
the Line were as follows (in thousands):
<PAGE>

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

1999                            $  4,908     19,412    24,320
2000                               5,519    488,946   494,465
2001                               5,387     45,824    51,211
2002                               4,687     44,122    48,809
2003                               4,654     13,285    17,939
Beyond 5 Years                    37,752    239,936   277,688
Net unamortized debt payments          -     14,110    14,110
                               ---------   ---------  ---------
                                                             
                     Total       $62,907    865,635    928,542
                                 =======    =======    =======

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $58.8 million at March 31, 1999, and the  Partnership's  proportionate
       share of these loans was $25.5 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.  As of
       March 31, 1999,  SC-USREALTY  owns  approximately  34.3 million shares of
       common stock or 58.9% 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 1,082,331 Original Limited Partnership Units 
       outstanding.

       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  Retail Trust,  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.

       On March 4, 1999, the holders of Class B stock converted 1,250,000 shares
into 1,487,734 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 ended March 31, 1999 and 1998 (in thousands
       except per share data):

                                                        1999          1998
                                                       ----           ----
 Basic Earnings Per Unit (EPU) Calculation:
 Weighted average units outstanding                    34,952        24,468
                                                       ======        ======

 Net income for common                               $ 12,950        18,257
 unitholders
 Less: dividends paid on Class B common
  stock, Series 1 and Series 2 Preferred stock          1,379        1,344
                                                       -------       -----

 Net income for Basic and Diluted EPU                $ 11,571       16,912
                                                      ========      ======
 Basic EPU                                              $ .33         .69
                                                      ========     =======     

 Diluted Earnings Per Unit (EPU) Calculation:
 Weighted average units outstanding
  for Basic EP                                         34,952      24,468  
Incremental units to be issued under
 Common stock options using the Treasury
 method                                                     -         54
Contingent units for the acquisition
 of real estate                                           159        334
                                                      --------     --------
     Total diluted units                               35,111     24,856
                                                      =======     ========

Diluted EPU                                            $  .33       .68
                                                     =========    =======

         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 204 properties  included in the Company's  portfolio at
December  31,  1998,  186  properties  were  owned  either fee simple or through
partnerships interests by the Partnership. At March 31, 1999, the Company had an
investment in real estate, at cost, of approximately  $2.4 billion of which $2.3
billion or 94% 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 and in order by largest  holdings
including their gross leasable areas (GLA) follows:

<TABLE> 
<CAPTION>
<S>                   <C>           <C>              <C>       <C>           <C>          <C>
  Location                            March 31, 1999                            December 31, 1998
   --------                           -------------                             -----------------
                        # Properties     GLA          % Leased   # Properties      GLA        % Leased
                        ------------   ---------      --------   ------------ -----------    --------
     Florida                  38       4,764,640        91.0%          36       4,571,617      92.9%
     California               33       3,660,085        95.2%
                                                                        -              -           -
     Georgia                  25       2,552,893        92.7%          25       2,560,383      92.8%
     Texas                    25       3,542,442        89.7%           5         479,900      84.7%
     Ohio                     13       1,803,945        92.7%                   1,527,510      96.8%
                                                                       12
     North Carolina           12       1,239,718        97.7%                   1,239,783      98.3%
                                                                       12
     Colorado                  9         872,431        94.6%           5         447,569      89.4%
     Washington                8         737,310        97.1%
                                                                        -              -           -
     Oregon                    6         583,704        89.8%
                                                                        -              -           -
     Tennessee                 4         389,197        92.4%           4         295,179      96.8%
     Arizona                   2         326,984        99.8%
                                                                         -              -          -
     Virginia                  2         197,324        96.1%           2         197,324      97.7%
     Delaware                  1         232,752        96.1%           1         232,752      94.8%
     Kentucky                  1         205,060        94.7%           1         205,060      95.6%
     Illinois                  1         178,600        86.9%           1         178,600      86.9%
     Michigan                  2         177,399        81.6%           2         177,929      81.5%
     South Carolina            2         162,056        98.8%           2         162,056     100.0%
     Missouri                  1          82,498        99.8%           1          82,498      99.8%
     Wyoming                   1          75,000           0%           -
                            ------      --------    ---------        --------   ----------  --------
                                                                                       
        Total                 186     21,784,038       92.5%          109      12,358,160     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
grocery tenants  occupying the  Partnership's  shopping  centers at December 31,
1998:

             Grocery Anchor     Number of          % of          % of Annualized
                                 Stores          Total GLA          Base Rent
            Kroger                  39             10.8%              8.89%
            Publix                  30              6.1%              4.04%
            Albertson's             14              3.5%              3.25%
            Winn Dixie              14              3.1%              2.17%

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.
<PAGE>

Results from Operations

Comparison of 1999 to 1998

Revenues  increased  $21.8 million or 87% to $47.0 million in 1999. The increase
was due primarily to Pacific and the 1998  Acquisitions.  At March 31, 1999, the
real estate  portfolio  contained  approximately  21.8 million SF, and was 92.5%
leased. Minimum rent increased $17.6 million or 97%, and recoveries from tenants
increased  $4.7 million or 121%.  Revenues  from property  management,  leasing,
brokerage,  and development  services  (service  operation  segment) provided on
properties  not owned by the  Partnership  were $1.8 million in 1999 compared to
$2.7  million in 1998,  the  decrease  due  primarily to a decrease in brokerage
fees.  During  the first  quarter of 1998,  the  Partnership  sold three  office
buildings and a parcel of land for $26.7  million,  and recognized a gain on the
sale of $10.2 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  $9.7  million  or 74% to $23.0  million in 1999.
Combined operating and maintenance, and real estate taxes increased $5.2 million
or 96% during 1999 to $10.7  million.  The  increases are due to Pacific and the
1998 Acquisitions. General and administrative expenses increased 10% during 1999
to $3.8 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  $4.1  million  during  1999  or  95%
primarily due to Pacific and the 1998 Acquisitions.

Interest expense  increased to $9.7 million in 1999 from $4.2 million in 1998 or
132% 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 $12.9  million in 1999 vs. $18.3  million
in 1997,  a $5.3  million or 29%  decrease  the result of a $10.2  million  gain
recognized  in the first  quarter of 1998 on the sale of three office  buildings
and a parcel of land.  Diluted  earnings  per unit in 1999 was $.32 vs.  $.69 in
1998 due to the decrease in net income  combined  with the dilutive  impact from
the increase in weighted  average  common units and  equivalents of 10.3 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.
<PAGE>

FFO for the  periods  ended  March  31,  1999  and 1998  are  summarized  in the
following table (in thousands):

                                                     1999         1998

 Net income for common stockholders              $  12,950       18,256
 Add (subtract):
Real estate depreciation and amortization            8,248        4,114
Gain on sale of operating property                       -       (9,336)
                                                  ---------     ---------
 Funds from operations                     $         21,198      13,034
                                                ==========      =========

 Cash flow provided by (used in):
   Operating activities                    $       28,047       13,154
   Investing activities                          (29,493)     (47,757)
   Financing activities                            12,093       25,518
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 $28 million and $13 million for the three months ended
March 31, 1999 and 1998, respectively.  The Partnership paid scheduled principal
payments of $1.1 million and $575,000  during 1999 and 1998,  respectively.  The
Partnership paid  distributions  of $13.8 million and $4.6 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 $29.5 million and $47.8  million,  during 1999
and  1998,   respectively,   primarily  for  purposes   discussed   above  under
Acquisitions and Development of Shopping Centers. Net cash provided by financing
activities   was  $12.1  million  and  $25.5  million   during  1999  and  1998,
respectively, primarily related to the proceeds from the preferred unit and debt
offerings  completed  during 1998.  At March 31, 1999,  the  Partnership  had 14
retail properties under construction or undergoing major renovations, with costs
to date of $119.6  million.  Total  committed  costs  necessary  to complete the
properties  under  development  is  estimated  to be $209  million  and  will be
expended through 1999 and 2000.

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

                                                 1999            1998
                                                 ----            ----
     Notes Payable:
  Fixed rate mortgage loans                 $ 341,212         230,398
  Variable rate mortgage loans                 24,773          11,051
  Fixed rate unsecured loans                  121,178         121,296
                                              -------         -------
 Total notes payable                         487,163          362,745
 Acquisition and development line of credit  441,379          117,631
                                             -------          -------
              Total                        $ 928,542          480,376
                                            ========         ========
<PAGE>

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 May 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.  On April 30, 1999,  the balance of the Line was $206.9
million.

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 $405.3 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 March 31, 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                               $  4,908          19,412          24,320
  2000                                  5,519         488,946         494,465
  2001                                  5,387          45,824          51,211
  2002                                  4,687          44,122          48,809
  2003                                  4,654          13,285          17,939
  Beyond 5 Years                       37,752         239,936         277,688
  Net unamortized debt payments             -
                                                       14,110          14,110
                                    ------------     ---------        --------
                                                 
       Total                          $62,907         865,635         928,542
                                    ============    ==========       ========
<PAGE>

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$58.8 million at March 31, 1999, and the Company's  proportionate share of these
loans was $25.5 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  to  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,  1999.  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 31 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 and  financial  institutions.  Total costs
incurred to date  associated  with the Year 2000  compliance  project  have been
reflected in the  Partnership's  income statement  throughout 1999 and 1998, and
were approximately $250,000.

The Partnership's computer hardware,  operating systems,  general accounting and
property management systems and principal desktop software applications are Year
2000  compliant as certified by the various  vendors.  We are currently  testing
these systems,  and expect to complete the testing phase by June 30, 1999. Based
on testing to date,  management  does not  anticipate  any Year 2000 issues that
will materially impact operations or operating results.

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

The  Partnership  has surveyed its major tenants and financial  institutions  to
determine  the  extent to which the  Company  is  vulnerable  to third  parties'
failure to resolve  their Year 2000  issues.  Based on the  responses to surveys
received to date,  no risks were  identified to take  additional  action at this
point.
<PAGE>

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
Company.

The Partnership is in the process of establishing a formal  contingency plan and
expects to have a plan in place by September 30, 1999.


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 March 31, 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>
<S>                                  <C>         <C>        <C>         <C>        <C>     <C>          <C>         <C>          
                                     1999        2000       2001        2002       2003    Thereafter     Total      Value
                                      ----        ----       ----        ----       ----    ----------     -----      -----
Fixed rate debt                      $8,467      52,954     42,423      48,809     17,939     277,689     448,280    462,390
Average interest rate for all debt    7.98%      8.01%       7.99%      7.87%      7.81%       7.8%          -          -

Variable rate LIBOR debt             $15,853    441,511      8,788        -          -           -        466,152    466,152
Average interest rate for all debt    6.10%      7.30%         -          -          -           -           -          -
</TABLE>


As the table  incorporates only those exposures that exist as of March 31, 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

Exhibits

3.1       Second  Amended  and  Restated  Agreement  of Limited  Partnership  of
          Regency  Centers,  L.P.,  dated as of March 5, 1998,  (incorporated by
          reference to Exhibit  10(a) to Regency  Realty  Corporation's  Current
          Report on Form 8-K/A filed March 19, 1998)

3.2       Amendment  No. 1 to Second  Amended and Restated  Agreement of Limited
          Partnership   relating  to  8.125%  Series  A  Cumulative   Redeemable
          Preferred  Units  (incorporated  by  reference  to Exhibit  3.2 to the
          Registration Statement on Form 10 of Regency Centers, L.P.

10.1      Amended and Restated Credit Agreement dated as of February 26, 1999 by
          and among Regency Centers,  L.P., a Delaware limited  partnership (the
          "Borrower",  Regency Realty  Corporation,  a Florida  corporation (the
          "Parent"),  each of the financial institutions,  initially a signatory
          hereto together with their assignees, (the "Lenders"), and Wells Fargo
          Bank,  National  Association,  as  contractual  representative  of the
          Lenders to the extent and in the manner  provided (filed as an exhibit
          to Regency  Realty  Corporation's  Form 10-K filed  March 15, 1999 and
          incorporated herein by reference)

10.3      Indenture dated as of July 20, 1998 among Regency  Centers,  L.P., the
          Guarantors  named  therein and First Union  National  Bank, as trustee
          (incorporated  by  reference  to  Exhibit  10.2  to  the  Registration
          Statement on Form 10 of Regency Centers, L.P.)

10.4      Indenture dated as of March 9, 1999 between Regency Centers, L.P., the
          guarantors  named  therein and First Union  National  Bank, as trustee
          (incorporated   by  reference  to  Exhibit  4.1  to  the  registration
          statement on Form S-3 of Regency Centers, L.P., No. 333-72899)

27.1      Financial Data Schedule



Reports on Form 8-K.

None


<PAGE>













                                    SIGNATURE

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



         Date:  May 17, 1999                         REGENCY CENTERS, L..P.



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