United States

                            SECURITIES AND EXCHANGE COMMISSION

                                    Washington DC 20549

                                         FORM 10-Q

                                         (Mark One)

                       [X] For the quarterly period ended June 30, 2000

                                           -or-

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

                          For the transition period from ________ to ________

                         Commission File Number 0-24763

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

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

                             121 West Forsyth Street, Suite 200

                               Jacksonville, Florida 32202

                         (Address of principal executive offices) (Zip Code)

                                 (904) 356-7000

                       (Registrant's telephone number, including area code)

                                    Unchanged

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

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


<PAGE>
                                                     REGENCY CENTERS, L.P.
                                                 Consolidated Balance Sheets
                                             June 30, 2000 and December 31, 1999
                                                           (unaudited)

<TABLE>
<CAPTION>
                                                                                  2000                  1999
                                                                                 ------                ------
<S>                                                                           <C>                    <C>
Assets
Real estate investments
    Land                                                                    $    558,246,567           538,881,578
    Buildings and improvements                                                 1,741,266,665         1,722,813,591
                                                                              ---------------        --------------
                                                                               2,299,513,232         2,261,695,169
    Less:  accumulated depreciation                                               98,667,448            81,294,400
                                                                              ---------------        --------------
                                                                               2,200,845,784         2,180,400,769
    Properties in development                                                    223,775,833           167,300,893
    Operating properties held for sale                                            67,031,998                     -
    Investments in real estate partnerships                                       37,159,178            66,938,784
                                                                              ---------------        --------------
          Net real estate investments                                          2,528,812,793         2,414,640,446

Cash and cash equivalents                                                         34,137,423            50,964,920
Notes receivable                                                                  24,349,824            15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
    $2,278,852 and $1,883,547 at June 30, 2000 and
    and December 31, 1999                                                         27,695,633            30,884,172
Deferred costs, less accumulated amortization of
    $7,443,698 and $5,498,619 at June 30, 2000
    and December 31, 1999                                                         12,814,929            11,272,866
Other assets                                                                       7,059,741             7,273,925
                                                                              ---------------        --------------
                                                                            $  2,634,870,343         2,530,709,454
                                                                              ===============        ==============
Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                                687,633,803           713,787,207
    Unsecured line of credit                                                     340,000,000           247,179,310
    Accounts payable and other liabilities                                        44,564,746            47,981,987
    Tenants' security and escrow deposits                                          7,960,873             7,566,967
                                                                              ---------------        --------------
           Total liabilities                                                   1,080,159,422         1,016,515,471
                                                                              ---------------        --------------

Limited partners' interest in consolidated partnerships                            9,211,036            11,108,994
                                                                              ---------------        --------------

Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at June 30, 2000 December 31, 1999                    78,800,000            78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at June 30, 2000 and December 31, 1999                82,799,720            82,799,720
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at June 30, 2000 and December 31, 1999                73,058,577            73,058,577
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at June 30, 2000 and December 31, 1999                49,157,977            49,157,977
Series E  preferred units, par value $100: 700,000 units
     issued and outstanding at June 30, 2000                                      68,242,763                     -
General partner; 55,515,282 and 55,535,928 units outstanding
     at June 30, 2000 and December 31, 1999                                    1,160,730,001         1,179,400,122
Limited partners; 1,552,325 and 1,863,604 units outstanding
     at June 30, 2000 and December 31, 1999                                       32,710,847            39,868,593
                                                                              ---------------        --------------
          Total partners' capital                                              1,545,499,885         1,503,084,989
                                                                              ---------------        --------------
 Commitments and contingencies                                              $  2,634,870,343         2,530,709,454
                                                                              ===============        ==============
 </TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                                            REGENCY CENTERS, L.P.
                                    Consolidated Statements of Operations
                               For the Three Months ended June 30, 2000 and 1999
                                               (unaudited)

<TABLE>
<CAPTION>

                                                                                   2000                  1999
                                                                                  ------                ------
<S>                                                                         <C>                      <C>
Revenues:
    Minimum rent                                                            $     58,980,010            55,273,317
    Percentage rent                                                                  400,249               455,734
    Recoveries from tenants                                                       15,671,057            14,347,440
    Service operations revenue                                                     7,112,340             3,845,576
    Equity in (loss) income of investments in
       real estate partnerships                                                     (302,851)            1,395,100
                                                                              ---------------        --------------
          Total revenues                                                          81,860,805            75,317,167
                                                                              ---------------        --------------
Operating expenses:
    Depreciation and amortization                                                 13,632,191            11,460,840
    Operating and maintenance                                                      9,939,643             9,174,876
    General and administrative                                                     3,761,187             5,143,534
    Real estate taxes                                                              7,893,385             7,076,589
    Other expenses                                                                   919,715               375,000
                                                                              ---------------        --------------
          Total operating expenses                                                36,146,121            33,230,839
                                                                              ---------------        --------------

Interest expense (income):
    Interest expense                                                              17,232,670            16,168,053
    Interest income                                                                 (801,856)             (639,929)
                                                                              ---------------        --------------
          Net interest expense                                                    16,430,814            15,528,124
                                                                              ---------------        --------------
          Income before minority interests, gain and
           provision on real estate investments                                   29,283,870            26,558,204

Gain on sale of operating properties                                                  18,310                     -
Provision for loss on operating properties held for sale                          (6,909,625)                    -
Minority interest of limited partners                                               (236,881)             (486,094)
                                                                              ---------------        --------------
    Net income                                                                    22,155,674            26,072,110

Preferred unit distributions                                                      (6,942,014)           (1,625,001)
                                                                              ---------------        --------------
          Net income for common unitholders                                 $     15,213,660            24,447,109
                                                                              ===============        ==============
  Net income per common unit:

          Basic                                                             $           0.26                  0.41
                                                                              ===============        ==============
          Diluted                                                           $           0.26                  0.41
                                                                              ===============        ==============
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

                                               REGENCY CENTERS, L.P.
                                     Consolidated Statements of Operations
                                For the Six Months ended June 30, 2000 and 1999
                                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                   2000                  1999
                                                                                  ------                ------
<S>                                                                         <C>                      <C>
Revenues:
    Minimum rent                                                            $    116,789,042            90,840,110
    Percentage rent                                                                1,007,964               783,705
    Recoveries from tenants                                                       31,444,081            22,835,812
    Service operations revenue                                                     9,366,744             5,740,623
    Equity in income of investments in
       real estate partnerships                                                       60,663             2,136,203
                                                                              ---------------        --------------
          Total revenues                                                         158,668,494           122,336,453
                                                                              ---------------        --------------
Operating expenses:
    Depreciation and amortization                                                 26,414,867            19,967,159
    Operating and maintenance                                                     19,734,821            15,467,382
    General and administrative                                                     8,257,266             8,780,893
    Real estate taxes                                                             15,537,879            11,448,099
    Other expenses                                                                   919,715               525,000
                                                                              ---------------        --------------
          Total operating expenses                                                70,864,548            56,188,533
                                                                              ---------------        --------------
Interest expense (income):
    Interest expense                                                              31,959,927            25,846,855
    Interest income                                                               (1,631,223)           (1,092,818)
                                                                              ---------------        --------------
          Net interest expense                                                    30,328,704            24,754,037
                                                                              ---------------        --------------
          Income before minority interests, gain and
           provision on real estate investments                                   57,475,242            41,393,883

Gain on sale of operating properties                                                  18,310                     -
Provision for loss on operating properties held for sale                          (6,909,625)                    -
Minority interest of limited partners                                               (480,314)             (747,033)
                                                                              ---------------        --------------
Net income                                                                        50,103,613            40,646,850

Preferred unit distributions                                                     (13,254,513)           (3,250,002)
                                                                              ---------------        --------------
          Net income for common unitholders                                 $     36,849,100            37,396,848
                                                                              ===============        ==============
Net income per common unit:

          Basic                                                             $           0.64                  0.75
                                                                              ===============        ==============
          Diluted                                                           $           0.64                  0.75
                                                                              ===============        ==============
</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>
                                              REGENCY CENTERS, L.P.
                                   Consolidated Statement of Changes in Capital
                                      For the Six Months Ended June 30, 2000
                                                      (unaudited)

<TABLE>
<CAPTION>

                                                    Preferred           General              Limited               Total
                                                      Units             Partner             Partners              Capital
                                                   -----------        -----------         ------------          ------------
<S>                                        <C>   <C>                <C>                 <C>                  <C>
Balance December 31, 1999                  $         283,816,274       1,179,400,122           39,868,593         1,503,084,989

Net income                                            13,254,513          35,663,606            1,185,494            50,103,613
Proceeds from  the issuance of
  preferred units, net                                68,242,763                   -                    -            68,242,763

Cash distributions for dividends                                         (55,894,598)          (1,812,630)          (57,707,228)

Preferred unit distribution                          (13,254,513)                  -                    -           (13,254,513)

Purchase of Regency stock and
  corresponding units                                          -         (10,634,695)                   -           (10,634,695)

Other contributions, net                                       -           1,142,605                    -             1,142,605

Units issued for acquisition
  of real estate or investments in
  real estate partnerships                                     -              88,924            1,632,020             1,720,944

Units issued as a result of common
  stock issued by Regency                                      -           2,801,407                    -             2,801,407

Units exchanged for common
  stock of Regency                                             -           8,737,878           (8,737,878)                    -

Reallocation of limited partners interest                      -            (575,248)             575,248                     -
                                                 ----------------   -----------------   ------------------   ------------------
Balance June 30, 2000                      $         352,059,037       1,160,730,001           32,710,847         1,545,499,885
                                                 ================   =================   ==================   ===================
</TABLE>

<PAGE>

                                               REGENCY CENTERS, L.P.
                                      Consolidated Statements of Cash Flows
                                 For the Six Months Ended June 30, 2000 and 1999
                                                    (unaudited)

<TABLE>
<CAPTION>

                                                                                       2000                     1999
                                                                                      ------                   ------
<S>                                                                             <C>                        <C>
Cash flows from operating activities:

    Net income                                                                  $      50,103,613               40,646,850
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                26,414,867               19,967,159
          Deferred financing cost and debt premium amortization                           201,369                  (82,187)
          Services provided by Regency in exchange for units                            2,778,735                1,713,727
          Minority interest of limited partners                                           480,314                  747,033
          Equity in income of investments in real estate partnerships                     (60,663)              (2,136,203)
          Gain on sale of operating properties                                            (18,310)                       -
          Provision for loss on operating properties held for sale                      6,909,625                        -
          Changes in assets and liabilities:
              Tenant receivables                                                        3,394,905               (8,445,600)
              Deferred leasing commissions                                             (2,967,981)              (1,868,040)
              Other assets                                                               (541,146)                 901,448
              Tenants' security deposits                                                  246,194                   77,215
              Accounts payable and other liabilities                                   (2,273,140)               8,848,048
                                                                                  ----------------         ----------------
                 Net cash provided by operating activities                             84,668,382               60,369,450
                                                                                  ----------------         ----------------

Cash flows from investing activities:

     Acquisition and development of real estate, net                                 (134,998,735)             (73,955,630)
     Acquisition of Pacific, net of cash acquired                                               -               (9,046,230)
     Acquisition of partners' interest in investments in real estate
        partnerships, net of cash acquired                                             (1,402,371)                       -
     Investment in real estate partnerships                                           (23,320,328)             (10,104,935)
     Capital improvements                                                              (5,711,716)              (6,421,178)
     Proceeds from sale of operating properties                                         7,491,870                        -
     Repayment of notes receivable                                                     15,673,125                        -
     Distributions received from real estate partnership investments                            -                  704,474
                                                                                  ----------------         ----------------
                 Net cash used in investing activities                               (142,268,155)             (98,823,499)
                                                                                  ----------------         ----------------
Cash flows from financing activities:

     Cash contributions from the issuance of Regency stock
         and exchangeable partnership units                                                22,672                   70,809
     Repurchase of Regency stock and corresponding units                              (10,634,695)                       -
     Net distributions to limited partners in consolidated partnerships                (2,378,272)                (458,450)
     Distributions to preferred unit holders                                          (13,254,513)              (3,250,002)
     Cash distributions for dividends                                                 (57,707,228)             (42,204,292)
     Other contributions (distributions), net                                           1,142,605               (7,494,502)
     Net proceeds from from fixed rate unsecured loans                                          -              249,845,300
     Net proceeds from issuance of preferred units                                     68,242,763                        -
     Proceeds (repayment)of unsecured line of credit, net                              92,820,690             (145,351,875)
     Proceeds from mortgage loans                                                       6,734,632                        -
     Repayment of mortgage loans                                                      (44,216,378)             (15,000,200)
     Deferred financing costs                                                                   -               (3,565,034)
                                                                                  ----------------         ----------------
                 Net cash provided by financing activities                             40,772,276               32,591,754
                                                                                  ----------------         ----------------

                 Net decrease in cash and cash equivalents                            (16,827,497)              (5,862,295)

Cash and cash equivalents at beginning of period                                       50,964,920               15,536,926
                                                                                  ----------------         ----------------
Cash and cash equivalents at end of period                                      $      34,137,423                9,674,631
                                                                                  ================         ================


</TABLE>

<PAGE>

                                              REGENCY CENTERS, L.P.
                                      Consolidated Statements of Cash Flows
                                 For the Six Months Ended June 30, 2000 and 1999
                                                  (unaudited)
                                                  -continued-


<TABLE>
<CAPTION>
                                                                                      2000                     1999
                                                                                     ------                   ------
<S>                                                                            <C>                         <C>

Supplemental  disclosure of cash flow  information -
 cash paid for interest (net of capitalized interest of approximately
   $5,960,000 and $3,935,000  in 2000 and 1999, respectively)                  $       31,229,274               19,808,946
                                                                                  ================         ================
Supplemental disclosure of non-cash transactions:

   Mortgage loans assumed for the acquisition of Pacific and real estate       $                -              411,184,783
                                                                                  ================         ================
   Exchangeable operating partnership units and common stock
   issued for investments in real estate partnerships                          $          329,948                1,949,020
                                                                                  ================         ================
   Exchangeable operating partnership units and common stock
   issued for the acquisition of partners' interest in investments
   in real estate partnerships                                                 $        1,287,111                        -
                                                                                  ================         ================
   Exchangeable operating partnership units, preferred and common
   stock issued for the acquisition of Pacific and real estate                 $          103,885              790,822,490
                                                                                  ================         ================

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

   Properties in development sold in exchange for notes receivable             $       24,349,824                        -
                                                                                   ================        ===============
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>


                                         REGENCY CENTERS, L.P.
                               Notes to Consolidated Financial Statements

                                            June 30, 2000

                                            (unaudited)

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

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

              The  Partnership  was formed in 1996 for the purpose of  acquiring
              certain  real  estate   properties.   The   historical   financial
              statements  of  the  Partnership   reflect  the  accounts  of  the
              Partnership  since its  inception,  together  with the accounts of
              certain predecessor  entities (including Regency Centers,  Inc., a
              wholly-owned  subsidiary of Regency  through which Regency owned a
              substantial  majority of its  properties),  which were merged with
              and into the  Partnership  as of February  26,  1998.  At June 30,
              2000,  Regency owns  approximately  97% of the outstanding  common
              units ("Units") of the Partnership.

              The Partnership's ownership interests are represented by Units, of
              which there are five series of preferred Units, common Units owned
              by the limited  partners and common  Units owned by Regency.  Each
              outstanding   common   Unit   owned  by  a  limited   partner   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,  1999  Form  10-K  filed  with  the
              Securities and Exchange Commission.

       (b)    Investments in Real Estate Partnerships

              The Partnership accounts for all investments in which it owns less
              than 50% and does not have controlling  financial interest,  using
              the equity method.

       (c)    Reclassifications

              Certain reclassifications have been made to the 1999 amounts to
              conform to classifications adopted in 2000.


<PAGE>

                                    REGENCY CENTERS, L.P.

                          Notes to Consolidated Financial Statements

                                       June 30, 2000

                                        (unaudited)

2.     Acquisition and Development of Shopping Centers

       On June 30, 2000 the Partnership  acquired the non-owned  portion of nine
       joint  ventures,  previously  accounted for using the equity method,  for
       $4.4 million in cash,  common stock and Units.  As a result,  these joint
       ventures are  wholly-owned by the Partnership  and are  consolidated  for
       financial reporting purposes.

       On  February  28,  1999,  the  Company   acquired  Pacific  Retail  Trust
       ("Pacific") for  approximately  $1.157 billion.  The operating results of
       Pacific  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 had occurred on January 1, 1999.  Such pro forma
       information  reflects adjustments to 1) increase  depreciation,  interest
       expense,  and general and  administrative  costs,  2) adjust the weighted
       average common units issued to acquire the properties. Pro forma revenues
       would have been $145.0  million as of June 30, 1999. Pro forma net income
       for common unitholders would have been $44.4 million as of June 30, 1999.
       Pro forma  basic net  income per unit would have been $.73 as of June 30,
       1999.  Pro forma  diluted  net income per unit would have been $.73 as of
       June 30, 1999.  This data does not purport to be indicative of what would
       have occurred had the Pacific  acquisition  been made on January 1, 1999,
       or of results which may occur in the future.

3.     Operating Properties Held for Sale

       Periodically, the Partnership identifies operating properties that do not
       fit its long term  investment  strategies  and markets  these  assets for
       sale. Operating properties held for sale are carried at the lower of cost
       or fair  value  less  cost to sell.  Depreciation  and  amortization  are
       suspended  during  the  period  held  for  sale.  At June 30,  2000,  the
       Partnership  had six  properties  under contract for sale, and recorded a
       provision  for loss on the sale of $6.9  million.  Under the terms of the
       contract, which is rescindable,  the sale is expected to close during the
       fourth quarter of 2000.


<PAGE>


                                 REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2000

                                   (unaudited)

4.     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'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  segment  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 further adjusts FFO by distributions made to holders of Units
       that results in a diluted FFO amount.  The Partnership  considers diluted
       FFO 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  diluted FFO on the same
       basis.  While  management  believes that diluted 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 diluted FFO, as provided
       below, may not be comparable to similarly titled measures of other REITs.



<PAGE>

                                REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                  June 30, 2000

                                  (unaudited)

4.     Segments (continued)

       The accounting  policies of the segments are the same as those  described
       in  note 1.  The  revenues,  diluted  FFO,  and  assets  for  each of the
       reportable  segments are  summarized as follows for the six month periods
       ended June 30, 2000 and 1999.  Assets not  attributable  to a  particular
       segment consist primarily of cash and deferred costs.

<TABLE>
<CAPTION>

                                                                                2000               1999
                                                                                ----               ----
       <S>                                                             <C>                     <C>
       Revenues:
         Retail segment                                                $       149,301,750         116,595,830
         Service operations segment                                              9,366,744           5,740,623
                                                                          -----------------    ----------------
            Total revenues                                             $       158,668,494         122,336,453
                                                                          =================    ================

       Funds from Operations:
         Retail segment net operating income                           $       114,047,360          89,680,349
         Service operations segment income                                       9,366,744           5,740,623
         Adjustments to calculate diluted FFO:
           Interest expense                                                    (31,959,927)        (25,846,855)
           Interest income                                                       1,631,223           1,092,818
           General and administrative an d other                                (9,176,981)         (9,305,893)
           Non-real estate depreciation                                           (600,781)           (391,511)
           Minority interests of limited partners                                 (480,314)           (747,033)
           Minority interests in depreciation
            and amortization                                                      (299,828)           (359,452)
           Share of joint venture depreciation
            and amortization                                                       933,589             286,549
           Distributions on preferred units                                    (13,254,513)         (3,250,002)
                                                                           ----------------     ---------------
             Funds from Operations - diluted                                    70,206,572          56,899,593
                                                                           ----------------     ---------------

         Reconciliation to net income for common unitholders:
           Real estate related depreciation
             and amortization                                                  (25,832,396)        (19,575,648)
           Minority interests in depreciation
            and amortization                                                       299,828             359,452
           Share of joint venture depreciation
            and amortization                                                      (933,589)           (288,549)
           Provision for loss on operating properties
             held for sale                                                      (6,909,625)                  -
           Gain on sale of operating properties                                     18,310                   -
                                                                             --------------     ---------------
             Net income available for common unitholders               $        36,849,100          37,396,848
                                                                             ==============     ===============

                                                                                 June 30,         December 31,
       Assets (in thousands):                                                      2000               1999
       ----------------------                                                      ----               ----
         Retail segment                                                $         2,401,461           2,344,092
         Service operations segment                                                179,397             123,233
         Cash and other assets                                                      54,012              63,384
                                                                             --------------      --------------
           Total assets                                                $         2,634,870           2,530,709
                                                                             ==============      ==============
</TABLE>
<PAGE>

                                    REGENCY CENTERS, L.P.

                          Notes to Consolidated Financial Statements

                                        June 30, 2000

                                         (unaudited)


5.     Notes Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at June 30, 2000 and December 31, 1999
       consists of the following (in thousands):
<TABLE>
<CAPTION>


                                                                               2000               1999
                                                                               ----               ----
                <S>                                                   <C>                   <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        286,090            331,716
                    Variable rate mortgage loans                                31,087             11,376
                    Fixed rate unsecured loans                                 370,457            370,696
                                                                          -------------       ------------
                          Total notes payable                                  687,634            713,788
                Unsecured line of credit                                       340,000            247,179
                                                                          -------------       ------------
                         Total                                        $      1,027,634            960,967
                                                                          =============       ============
</TABLE>


       During July,  2000, the  Partnership  modified the terms of its unsecured
       line of credit (the "Line") by reducing the  commitment  to $625 million.
       The Line matures in March 2002, but may be extended annually for one-year
       periods. Borrowings under the Line bear interest at a variable rate based
       on LIBOR plus a 1% spread (7.6875% at June 30, 2000), and is dependent on
       the Company  maintaining its investment grade rating.  The Partnership is
       required to comply and is in compliance with certain  financial and other
       covenants  customary with this type of unsecured  financing.  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 Partnership  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.

       As of June 30, 2000,  scheduled principal repayments on notes payable and
       the Line were as follows (in thousands):
<TABLE>
<CAPTION>


                                                               Scheduled
                                                               Principal       Term Loan         Total
              Scheduled Payments by Year                        Payments      Maturities       Payments
                                                             ------------    ------------     -----------
              <S>                                        <C>              <C>             <C>
              2000                                       $       2,876          6,004            8,880
              2001                                               5,621         68,063           73,684
              2002 (includes the Line)                           4,943        384,098          389,041
              2003                                               4,933         13,303           18,236
              2004                                               5,327        199,882          205,209
              Beyond 5 Years                                    36,888        284,912          321,800
              Net unamortized debt premiums                          -         10,784           10,784
                                                           -------------  -------------   -------------
                                                         $      60,588        967,046        1,027,634
              Total                                        =============  =============   ==============
</TABLE>

<PAGE>



                                            REGENCY CENTERS, L.P.

                                   Notes to Consolidated Financial Statements

                                               June 30, 2000

                                                (unaudited)


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

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $15.0 million at June 30, 2000,  and the  Partnership's  proportionate
       share of these loans was $6.2 million.

       The fair value of the Partnership's  notes payable and Line are estimated
       based on the current rates  available to the  Partnership for debt of the
       same remaining  maturities.  Variable rate notes payable and the Line are
       considered  to  be at  fair  value  since  the  interest  rates  on  such
       instruments  reprice based on current  market  conditions.  Notes payable
       with fixed rates, that have been assumed in connection with acquisitions,
       are recorded in the accompanying  financial statements at fair value. The
       Partnership  considers  the carrying  value of all other fixed rate notes
       payable to be a  reasonable  estimation  of their fair value based on the
       fact that the rates of such notes are similar to rates  available  to the
       Partnership for debt of the same terms.

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

       Allocation of profits and losses and  distributions  to  unitholders  are
       made in  accordance  with the  partnership  agreement.  Distributions  to
       Limited  Partners are made in the same amount as the  dividends  declared
       and paid on Regency common stock.  Distributions  to the General  Partner
       are made at the General Partner's discretion.

       The following represent equity transactions  initiated by Regency and the
       Partnership.  The proceeds from such  transactions are the primary source
       of capital  from which the  Partnership  acquires  and  develops new real
       estate.

       On May 25,  2000,  the  Partnership  issued $70 million of 8.75% Series E
       Cumulative  Redeemable Preferred Units ("Series E Preferred Units") to an
       institutional investor in a private placement.  The issuance involved the
       sale of 700,000 Series E Preferred Units for $100.00 per unit. The Series
       E Preferred  Units,  which may be called by the  Partnership at par on or
       after May 25, 2005 have no stated maturity or mandatory  redemption,  and
       pay a cumulative,  quarterly  dividend at an annualized rate of 8.75%. At
       any time  after  May 25,  2010,  the  Series  E  Preferred  Units  may be
       exchanged  for shares of 8.75% Series E Cumulative  Redeemable  Preferred
       Stock ("Series E Preferred  Stock") of the Company at an exchange rate of
       one share of Series E Preferred  Stock for one Series E  Preferred  Unit.
       The  Series E  Preferred  Units  and  Series E  Preferred  Stock  are not
       convertible  into common  stock of the  Company.  The net proceeds of the
       offering were used to reduce the Line.

       During  1999,  the  Board  of  Directors  authorized  the  repurchase  of
       approximately  $65.0 million of the Company's  outstanding shares through
       periodic open market transactions or privately  negotiated  transactions.
       At June 30, 2000,  the Company had  completed  the program by  purchasing
       3.25  million  shares of which the  majority  of the funds  came from the
       Partnership.
<PAGE>

                                 REGENCY CENTERS, L.P.

                      Notes to Consolidated Financial Statements

                                  June 30, 2000

                                   (unaudited)

7.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per unit for the  three  month  periods  ended  June 30,  2000 and  1999,
       respectively (in thousands except per share data):
<TABLE>
<CAPTION>


                                                                            2000          1999
                                                                            ----          ----
       <S>                                                          <C>                <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                   55,507         58,040
                                                                       ============    ===========

       Net income for common unitholders                           $        15,214         24,447

       Less:  dividends paid on Class B common stock
          Series 1 and Series 2 Preferred stock                               (699)          (931)
                                                                       ============    ===========
       Net income for Basic and Diluted EPU                        $        14,514         23,516
                                                                       ============    ===========
           Basic EPU                                               $           .26            .41
                                                                       ============    ===========

       Diluted Earnings Per Unit (EPU) Calculation:
       --------------------------------------------
       Weighted average units outstanding for
          Basic EPU                                                         55,507         58,040
       Incremental units to be issued under common
          stock options using the Treasury method                               32              6
                                                                       ------------    -----------
            Total diluted units                                             55,539         58,046
                                                                       ============    ===========

       Diluted EPU                                                  $          .26            .41
                                                                       ============    ===========
</TABLE>

         The Class B common stock dividends for 1999 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>

                                      REGENCY CENTERS, L.P.

                           Notes to Consolidated Financial Statements

                                         June 30, 2000

                                         (unaudited)

7.     Earnings Per Unit (continued)

       The following  summarizes the  calculation of basic and diluted  earnings
       per  unit for the six  month  periods  ended  June  30,  2000  and  1999,
       respectively (in thousands except per share data):
<TABLE>
<CAPTION>


                                                                          2000          1999
                                                                          ----          ----
       <S>                                                          <C>                <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                   55,503         46,659
                                                                        ===========    ===========


       Net income for common unitholders                            $       36,849         37,397
       Less:  dividends paid on Class B common stock
          Series 1 and Series 2 Preferred stock                             (1,399)        (2,309)
                                                                        ===========     ==========
       Net income for Basic and Diluted EPU                         $       35,450          35,088
                                                                        ===========     ==========
       Basic EPU                                                    $          .64            .75
                                                                        ===========     ==========
       Diluted Earnings Per Unit (EPU) Calculation:
       --------------------------------------------
       Weighted average units outstanding for
          Basic EPU                                                         55,503         46,659
       Incremental units to be issued under common
          stock options using the Treasury method                               16              3
                                                                         ----------    -----------
            Total diluted units                                             55,519         46,662
                                                                         ==========    ===========

       Diluted EPU                                                  $          .64            .75
                                                                         ==========    ===========
</TABLE>


         The Class B common stock dividends for 1999 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 2.  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.

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 222 properties  included in the Company's  portfolio at
June  30,  2000,  204  properties  were  owned  either  fee  simple  or  through
partnership  interests by the Partnership.  At June 30, 2000, the Company had an
investment  in real estate of  approximately  $2.8 billion of which $2.6 billion
was owned by the Partnership.

Shopping Center Business

The Partnership's principal business is owning, operating and developing grocery
anchored   neighborhood  infill  retail  shopping  centers.   The  Partnership's
properties  summarized by state and in order by largest holdings including their
gross leasable areas (GLA) follows:
<TABLE>
<CAPTION>


                                         June 30, 2000                                 December 31, 1999
                                         -------------                                -------------------
   Location               # Properties        GLA         %Leased *   # Properties      GLA       % Leased *
   --------               ------------    ----------    ------------  ------------  ------------  -----------
   <S>                    <C>            <C>             <C>            <C>         <C>           <C>

   Florida                   41           5,061,282         93.9%           39       4,859,031      93.7%
   California                35           4,036,765         98.0%           36       3,858,628      98.2%
   Texas                     29           3,886,593         94.3%           29       3,849,549      94.2%
   Georgia                   25           2,551,965         96.6%           25       2,539,556      91.8%
   Ohio                      12           1,706,522         97.1%           13       1,822,854      98.1%
   North Carolina            13           1,303,095         98.1%           12       1,241,639      97.9%
   Washington                 9           1,097,542         99.0%            9       1,066,962      98.1%
   Colorado                  10             897,788         98.4%           10         903,502      98.0%
   Oregon                     7             671,220         93.4%            7         616,070      94.2%
   Arizona                    5             419,924         98.6%            2         326,984      99.7%
   Kentucky                   2             305,307         90.4%            2         305,307      91.8%
   Virginia                   3             297,964         95.1%            2         197,324      96.1%
   Tennessee                  3             271,697        100.0%            3         271,697      98.9%
   Michigan                   3             251,200         94.7%            3         250,655      98.7%
   Delaware                   1             232,754         95.4%            1         232,754      96.3%
   Illinois                   1             178,600         86.4%            1         178,600      85.9%
   South Carolina             2             162,056         97.0%            2         162,056      98.8%
   Wyoming                    1              87,925            -             1          75,000         -
   Missouri                   1              82,498         95.8%            1          82,498      95.8%
   New Jersey                 1              80,867            -             -               -         -
                          -------------  ------------    ------------   ----------  ------------  -----------
       Total                204          23,583,564         95.9%          198      22,840,666      95.5%
                          =============  ============    ============   ==========  ============  ===========

</TABLE>

          *  Excludes properties under construction

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.

<PAGE>

The following table  summarizes the four largest  grocery tenants  occupying the
Partnership's shopping centers at June 30, 2000:
<TABLE>
<CAPTION>


            Grocery Anchor      Number of          % of          % of Annualized     Avg Remaining
                                 Stores          Total GLA          Base Rent        Lease Term
           ---------------   ---------------    -----------      ---------------   -------------
          <S>                       <C>           <C>                <C>                 <C>

          Kroger                    54            13.3%              11.6%               16 yrs
          Publix                    36             7.0%               4.8%               13 yrs
          Safeway                   29             6.0%               5.1%               12 yrs
          Albertsons                12             2.6%               2.2%               14 yrs
</TABLE>


Winn  Dixie  announced  the  closing  of a number of its  stores  related to its
corporate  restructuring.  The  Partnership  has 11 stores or 2.3% of total GLA.
Winn Dixie  notified  the  Partnership  that  currently,  only one store that is
located in a Regency  shopping  center will be closed.  This shopping  center is
currently  under  contract  for sale and is  recorded  on the  balance  sheet as
operating properties held for sale.

Periodically,  the Partnership  identifies  operating  shopping  centers that no
longer  meet  its  long-term  investment  standards.   Once  identified,   these
properties are segregated on the balance sheet as operating  properties held for
sale, and are carried at the lower of cost or fair value less estimated  selling
costs.

Acquisition and Development of Shopping Centers

The  Partnership  has  implemented  a growth  strategy  dedicated to  developing
high-quality  shopping  centers and build to suit  properties.  This development
process  can  require  12  to 36  months  from  initial  land  or  redevelopment
acquisition  through  construction  and leaseup and finally  stabilized  income,
depending  upon the size and type of project.  Generally,  anchor  tenants begin
operating  their stores prior to  construction  completion of the entire center,
resulting in rental income during the  development  phase. At June 30, 2000, the
Partnership had 54 projects under  construction or undergoing major renovations,
which when complete will represent an investment of $484.1  million.  Total cost
necessary to complete these  developments  is estimated to be $159.9 million and
will be expended through 2001. These developments are approximately 69% complete
and 76% leased.  Of the  developments  currently  in process,  25 projects  were
started  during 2000,  which when complete will  represent an investment of $160
million, and currently have an estimated cost to complete of $92.6 million.

On June 30, 2000 the  Partnership  acquired the non-owned  portion of nine joint
ventures,  previously accounted for using the equity method, for $4.4 million in
cash, common stock and Units. As a result, these joint ventures are wholly-owned
by the Partnership and are consolidated for financial reporting purposes.

On February 28, 1999, the Company acquired Pacific Retail Trust  ("Pacific") for
approximately  $1.157  billion.  At the  date of the  acquisition,  Pacific  was
operating or had under  development 71 retail shopping centers  representing 8.4
million SF of gross leaseable area.

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 $84.7  million  and $60.4  million for the six months
ended June 30, 2000 and 1999,  respectively.  The Partnership incurred recurring
and non-recurring  capital expenditures  (non-recurring  expenditures pertain to
immediate   building   improvements  on  new   acquisitions  and  anchor  tenant
improvements  on new leases) of $5.7  million and $6.4  million,  during the six
months  ended  June 30,  2000  and  1999,  respectively.  The  Partnership  paid
scheduled  principal  payments of $3.3 million and $2.7  million  during the six
months  ended  June 30,  2000  and  1999,  respectively.  The  Partnership  paid
distributions  of $15.1  million and $4.7  million,  during the six months ended
June 30, 2000 and 1999, respectively, to its common and 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 $142.3 million and $98.8 million,  during 2000
and  1999,  respectively,  primarily  for the  acquisition  and  development  of
shopping  centers,  and build to suit  projects.  Net cash provided by financing
activities  was $40.8 and $32.6  million for the six months  ended June 30, 2000
and 1999, respectively.

<PAGE>


During 1999, the Board of Directors  authorized the repurchase of  approximately
$65.0 million of the Company's  outstanding  shares through periodic open market
transactions or privately negotiated transactions. At June 30, 2000, the Company
had  completed  the  program  by  purchasing  3.25  million  shares of which the
majority of the funds came from the Partnership.

The  Partnership's  outstanding  debt at June 30,  2000 and  December  31,  1999
consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                             2000                   1999
                                                                             ----                   ----
                <S>                                                   <C>                   <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        286,090            331,716
                    Variable rate mortgage loans                                31,087             11,376
                    Fixed rate unsecured loans                                 370,457            370,696
                                                                         --------------     --------------
                          Total notes payable                                  687,634            713,788
                Unsecured line of credit                                       340,000            247,179
                                                                         --------------     --------------
                         Total                                        $      1,027,634            960,967
                                                                         ==============     ==============
</TABLE>

During July 2000,  the  Partnership  modified the terms of its unsecured line of
credit (the "Line") by reducing the commitment to $625 million and extending the
term. The Line matures in March 2002, but may be extended  annually for one-year
periods.  Borrowings  under the Line bear  interest at a variable  rate based on
LIBOR plus 1%  (7.6875% at June 30,  2000),  which is  dependent  on the Company
maintaining its investment  grade rating.  The Partnership is required to comply
and is in compliance with certain  financial and other covenants  customary with
this type of  unsecured  financing.  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  Partnership  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.

As of June 30, 2000,  scheduled  principal  repayments  on notes payable and the
Line for the next five years were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                Scheduled
                                                                Principal       Term Loan       Total
              Scheduled Payments by Year                        Payments      Maturities       Payments
             -----------------------------                     -----------   -----------      -----------
              <S>                                         <C>                 <C>               <C>
              2000                                        $           2,876          6,004            8,880
              2001                                                    5,621         68,063           73,684
              2002 (includes the Line)                                4,943        384,098          389,041
              2003                                                    4,933         13,303           18,236
              2004                                                    5,327        199,882          205,209
              Beyond 5 Years                                         36,888        284,912          321,800
              Net unamortized debt premiums                               -         10,784           10,784
                                                                -------------   ------------    -------------
                    Total                                 $          60,588        967,046        1,027,634
                                                                =============   ============    =============
</TABLE>

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$15.0 million at June 30, 2000,  and the  Partnership's  proportionate  share of
these loans was $6.2 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.  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.

<PAGE>

The Partnership  intends to continue to acquire and develop shopping centers 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  or  debt  offerings,  such as  those  transactions
previously  completed.  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 and costs necessary to complete properties in development.

Results from Operations

Comparison of the six months ended June 30, 2000 to 1999

Revenues  increased  $36.3  million  or 29.7% to  $158.7  million  in 2000.  The
increase was due to the Pacific acquisition, revenues from new developments that
began  operating  after June 30, 1999,  and from same property  growth in rental
rates and occupancy  increases.  Minimum rent increased  $25.9 million or 28.6%,
and recoveries  from tenants  increased $8.6 million or 37.7%. At June 30, 2000,
the  Partnership  was operating or developing 204 shopping  centers of which 168
centers were  considered  stabilized  and 95.9%  leased.

Other  non-rental  revenues  includes  fees earned as part of the  Partnership's
service  operations  segment and includes  property  management and  commissions
earned from third parties,  and development related profits and fees earned from
the sales of shopping  centers and build to suit  properties  to third  parties.
Other non-rental  revenues increased by $3.6 million to $9.4 million in 2000, or
65.0%.  The increase was primarily due to a $5.6 million increase in development
related  profits  and  fees,  offset by a $1.9  million  reduction  in  property
management fees.

Operating  expenses  increased  $14.7 million or 26.1% to $70.9 million in 2000.
Combined operating and maintenance, and real estate taxes increased $8.4 million
or 31.0%  during  2000 to $35.3  million  The  increase  was due to the  Pacific
acquisition,  and expenses  incurred by new  developments  that began  operating
after  June  30,  1999,  and  general  increases  in  costs  on  the  stabilized
properties.  General and  administrative  expenses were $8.3 million during 2000
vs. $8.8 million in 1999 or 6.0% lower as a result of  increased  capitalization
of  direct  costs  incurred  during  2000  related  to  development  activities.
Depreciation  and  amortization  increased  $26.4  million  during 2000 or 32.3%
primarily due to the Pacific  acquisition and developments  that began operating
after June 30, 1999.

In June 2000, the  Partnership  identified six operating  properties that do not
meet its  long-term  investment  standards,  and  accordingly  classified  these
properties as operating properties held for sale on its balance sheet and ceased
the depreciation and amortization of these assets. In July 2000, the Partnership
entered into a  rescindable  contract,  and reduced the carrying  value of these
properties  to the  lower  of cost or fair  value,  net of  selling  costs.  The
reduction resulted in a $6.9 million provision for loss on operating  properties
held for sale that was charged  against net income at June 30,  2000.  Under the
terms of the  contract,  the sale is expected to be completed  during the fourth
quarter 2000.

Interest expense  increased to $32.0 million in 2000 from $25.8 million in 1999,
or 23.6%. The increase was due to higher Libor rates, higher average balances on
the Line,  the  assumption of $402.6  million of debt of Pacific,  the financing
cost of new  developments  that began  operating  after June 30,  1999,  and the
higher fixed interest rate of the $250 million debt offering completed in April,
1999. Weighted average interest rates increased approximately 1% during 2000.

Preferred  unit  distributions  increased  $10.0 million to $13.3 million during
2000 as a result of the preferred  units issued in September  1999 and May 2000.
Weighted  average fixed rates of the preferred units were 8.72% at June 30, 2000
vs. 8.13% at June 30, 1999.

Net income for common  unit  holders  was $36.8  million in 2000 vs.  $37.4
million  in 1999,  a $.6  million  or 1.4%  decrease  primarily  a result of the
provision for loss on operating  properties  held for sale and the other reasons
as described above.  Diluted earnings per unit in 2000 was $.64 vs. $.75 in 1999
a result of the decline in net income and the increased  weighted  average units
in 2000 issued in 1999 in connection with the acquisition of Pacific.
Comparison of the three months ended June 30, 2000 to 1999

Revenues  increased $6.5 million or 8.7% to $81.9 million in 2000.  Minimum rent
increased  $3.7 million or 6.7%,  and  recoveries  from tenants  increased  $1.3
million or 9.2%.  The increase was due to revenues  from new  developments  that
began  operating  after June 30, 1999,  and from same property  growth in rental
rates and occupancy increases as described in the six month comparison.
<PAGE>

Other  non-rental  revenues  includes  fees earned as part of the  Partnership's
service  operations  segment and includes  property  management and  commissions
earned from third parties,  and development related profits and fees earned from
the sales of shopping  centers and build to suit  properties  to third  parties.
Other non-rental  revenues increased by $3.3 million to $7.1 million in 2000, or
85.8%.  The increase was primarily due to a $3.7 million increase in development
related  profits  and  fees,  offset  by a $.4  million  reduction  in  property
management fees.

Operating  expenses  increased  $2.9  million or 8.8% to $36.1  million in 2000.
Combined operating and maintenance, and real estate taxes increased $1.6 million
or 9.8% during 2000 to $17.8 million. The increase was due primarily to expenses
incurred  by new  developments  that began  operating  after  June 30,  1999 and
general increases in operating costs on the stabilized  properties.  General and
administrative  expenses  were $3.8  million in 2000 vs.  $5.1  million or 26.8%
lower as a result of increased  capitalization  of direct costs incurred  during
2000 related to development activities.  Depreciation and amortization increased
$2.2 million during 2000 or 19.0% primarily  related to developments  that began
operating after June 30, 1999.

In June 2000, the  Partnership  identified six operating  properties that do not
meet its  long-term  investment  standards,  and  accordingly  classified  these
properties as operating properties held for sale on its balance sheet and ceased
the depreciation and amortization of these assets. In July 2000, the Partnership
entered into a  rescindable  contract,  and reduced the carrying  value of these
properties  to the  lower  of cost or fair  value,  net of  selling  costs.  The
reduction resulted in a $6.9 million provision for loss on operating  properties
held for sale that was charged against net income at June 30, 2000.

Interest  expense  increased to $17.2 million in 2000 from $16.2 million in 1999
or 6.6%. The increase was due to higher Libor rates,  higher average balances on
the Line, and the financing cost of new developments  that began operating after
June 30, 1999. Weighted average interest rates increased approximately 1% during
2000.

Preferred unit distributions  increased $5.3 million to $6.9 million during 2000
as a result  of the  preferred  units  issued  in  September  1999 and May 2000.
Weighted  average fixed rates of the preferred units were 8.72% at June 30, 2000
vs. 8.13% at June 30, 1999.

Net income for common unit holders was $15.2  million in 2000 vs. $24.4  million
in 1999, a $9.2 million or 37.8%  decrease  primarily a result of the  provision
for  loss on  operating  properties  held  for sale  and the  other  reasons  as
described above.  Diluted earnings per unit in 2000 was $.26 vs. $.41 in 1999, a
result of the decline in net income.

New Accounting Standards and Accounting Changes

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

Environmental Matters

The Partnership like others in the commercial real estate industry is subject to
numerous  environmental  laws and  regulations.  The  operation  of dry cleaning
plants at the  Partnership's  shopping  centers is its  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 Partnership has approximately 38 properties that
will  require  or are  currently  undergoing  varying  levels  of  environmental
remediation.  These  remediations are not expected to have a material  financial
effect on the Company or the Partnership due to financial statement reserves and
various  state-regulated  programs  that shift the  responsibility  and cost for
remediation  to  the  state.  Based  on  information  presently  available,   no
additional  environmental  accruals were made and  management  believes that the
ultimate  disposition of currently known matters will not have a material effect
on  the  financial  position,   liquidity,  or  operations  of  the  Company  or
Partnership.
<PAGE>


Inflation

Inflation has remained relatively low during 2000 and 1999 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.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
Line 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 not been party to any market risk sensitive  instruments  during
the  reporting  period  ending  June 30,  2000  and does not plan to enter  into
derivative or interest rate transactions for speculative purposes.

Part II

Item 6 Exhibits and Reports on Form 8-K:

(a)      Exhibits:

27.1       Financial Data Schedule

(b)        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:  August 10, 2000                           REGENCY CENTERS, L..P.



                                            By:       /s/  J. Christian Leavitt
                                                    ---------------------------
                                                    Senior Vice President
                                                    and Chief Accounting Officer