United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

              [X] For the quarterly period ended September 30, 2001

                                      -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>


                     Independent Accountants' Review Report




The Unitholders of
Regency Centers, L.P. and
the Board of Directors of
Regency Centers Corporation:

We have reviewed the consolidated balance sheet of Regency Centers, L.P. as of
September 30, 2001, and the related consolidated statements of operations for
the three-month and nine-month periods ended September 30, 2001 and 2000 and the
consolidated statements of changes in partners' capital and cash flows for the
nine-month period ended September 30, 2001. These consolidated financial
statements are the responsibility of the Partnership's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Regency Centers, L.P. as of December 31, 2000, and the related consolidated
statements of operations, changes in partners' capital, and cash flows for the
year then ended (not presented herein); and in our report dated January 30,
2001, we expressed an unqualified opinion on those consolidated financial
statements.

                                          /s/ KPMG LLP




Jacksonville, Florida
October 30,  2001



                                       2
<PAGE>


                              REGENCY CENTERS, L.P.
                           Consolidated Balance Sheets
                    September 30, 2001 and December 31, 2000
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                          2001                        2000
                                                                                          ----                        ----
<S>                                                                             <C>                                <C>
Assets
Real estate investments:
     Land                                                                       $         584,568,078                564,089,984
     Buildings and improvements                                                         1,843,618,244              1,813,554,881
                                                                                   -------------------          -----------------
                                                                                        2,428,186,322              2,377,644,865
     Less:  accumulated depreciation                                                      187,099,195                147,053,900
                                                                                   -------------------          -----------------
                                                                                        2,241,087,127              2,230,590,965
     Properties in development                                                            387,683,122                296,632,730
     Operating properties held for sale                                                   151,433,751                184,150,762
     Investments in real estate partnerships                                               66,118,903                 85,198,279
                                                                                   -------------------          -----------------
          Net real estate investments                                                   2,846,322,903              2,796,572,736

Cash and cash equivalents                                                                  36,278,495                100,987,895
Notes receivable                                                                           30,995,921                 66,423,893
Tenant receivables, net of allowance for uncollectible accounts of
     $5,278,796 and $4,414,085 at September 30, 2001 and
     December 31, 2000, respectively                                                       36,991,993                 39,407,777
Deferred costs, less accumulated amortization of $18,221,155 and
     $13,910,018 at September 30, 2001 and December 31, 2000, respectively                 31,158,643                 21,317,141
Other assets                                                                                8,895,871                 10,434,298
                                                                                   -------------------          -----------------

                                                                                $       2,990,643,826              3,035,143,740
                                                                                   ===================          =================

Liabilities and Partners' Capital
Liabilities:
     Notes payable                                                                      1,027,488,627                841,072,156
     Unsecured line of credit                                                             263,000,000                466,000,000
     Accounts payable and other liabilities                                                60,875,670                 75,460,304
     Tenants' security and escrow deposits                                                  8,522,444                  8,262,885
                                                                                   -------------------          -----------------
           Total liabilities                                                            1,359,886,741              1,390,795,345
                                                                                   -------------------          -----------------

Limited partners' interest in consolidated partnerships                                     3,832,925                 13,116,282
                                                                                   -------------------          -----------------

Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    78,800,000                 78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    82,799,720                 82,799,720
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    73,058,577                 73,058,577
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    49,157,977                 49,157,977
Series E  preferred units, par value $100: 700,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    68,221,579                 68,221,579
Series F  preferred units, par value $100: 240,000 units
     issued and outstanding at September 30, 2001 and December 31, 2000                    23,365,799                 23,369,924
General partner; 59,077,709 and 58,414,526 units outstanding
     at September 30, 2001 and December 31, 2000                                        1,219,410,943              1,225,414,966
Limited partners; 1,555,636 and 1,448,874 units outstanding
     at September 30, 2001 and December 31, 2000                                           32,109,565                 30,409,370
                                                                                   -------------------          -----------------
          Total partners' capital                                                       1,626,924,160              1,631,232,113
                                                                                   -------------------          -----------------

Commitments and contingencies

                                                                                $       2,990,643,826              3,035,143,740
                                                                                   ===================          =================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       3
<PAGE>


                                REGENCY CENTERS, L.P.
                        Consolidated Statements of Operations
                For the Three Months ended September 30, 2000 and 2001
                                     (unaudited)


<TABLE>
<CAPTION>
                                                                              2001                        2000
                                                                              ----                        ----
<S>                                                               <C>                                   <C>
Revenues:
     Minimum rent                                                 $          68,917,918                 65,487,039
     Percentage rent                                                            194,726                    325,785
     Recoveries from tenants                                                 19,295,760                 17,999,790
     Service operations revenue                                               9,075,710                  6,021,017
     Equity in income of investments in
        real estate partnerships                                                233,262                  2,804,787
                                                                     -------------------          -----------------
           Total revenues                                                    97,717,376                 92,638,418
                                                                     -------------------          -----------------

Operating expenses:
     Depreciation and amortization                                           16,972,770                 14,776,780
     Operating and maintenance                                               12,567,112                 11,992,681
     General and administrative                                               4,469,616                  4,996,685
     Real estate taxes                                                        9,582,330                  9,004,241
     Other expenses                                                           1,315,127                    830,000
                                                                     -------------------          -----------------
           Total operating expenses                                          44,906,955                 41,600,387
                                                                     -------------------          -----------------

Interest expense (income):
     Interest expense                                                        18,389,731                 18,791,545
     Interest income                                                         (1,737,839)                (1,160,925)
                                                                     -------------------          -----------------
           Net interest expense                                              16,651,892                 17,630,620
                                                                     -------------------          -----------------

           Income before loss on sale of operating
            properties and minority interests                                36,158,529                 33,407,411

Loss on sale of operating properties                                           (136,932)                         -
Minority interest of limited partners                                          (324,206)                  (186,203)
                                                                     -------------------          -----------------

     Net income                                                              35,697,391                 33,221,208

Preferred unit distributions                                                 (8,368,752)                (7,977,919)
                                                                     -------------------          -----------------

           Net income for common unitholders                      $          27,328,639                 25,243,289
                                                                     ===================          =================

Net income per common unit:
           Basic                                                  $                0.45                       0.42
                                                                     ===================          =================
           Diluted                                                $                0.45                       0.42
                                                                     ===================          =================
</TABLE>


See accompanying notes to consolidated financial statements




                                       4
<PAGE>


                                REGENCY CENTERS, L.P.
                        Consolidated Statements of Operations
                For the Nine Months ended September 30, 2001 and 2000
                                     (unaudited)


<TABLE>
<CAPTION>
                                                                                   2001                        2000
                                                                                   ----                        ----
<S>                                                                    <C>                                  <C>
Revenues:
     Minimum rent                                                      $         201,724,876                189,389,963
     Percentage rent                                                               1,855,287                  1,378,246
     Recoveries from tenants                                                      57,027,191                 51,081,827
     Service operations revenue                                                   23,246,649                 15,387,761
     Equity in income of investments in
        real estate partnerships                                                   2,125,524                  2,865,450
                                                                          -------------------          -----------------
           Total revenues                                                        285,979,527                260,103,247
                                                                          -------------------          -----------------

Operating expenses:
     Depreciation and amortization                                                49,741,350                 43,163,768
     Operating and maintenance                                                    36,876,254                 33,095,724
     General and administrative                                                   13,387,373                 13,253,951
     Real estate taxes                                                            28,862,726                 25,326,122
     Other expenses                                                                4,666,749                  1,749,715
                                                                          -------------------          -----------------
           Total operating expenses                                              133,534,452                116,589,280
                                                                          -------------------          -----------------

Interest expense (income):
     Interest expense                                                             56,845,009                 52,681,417
     Interest income                                                              (5,003,490)                (2,823,483)
                                                                          -------------------          -----------------
           Net interest expense                                                   51,841,519                 49,857,934
                                                                          -------------------          -----------------

           Income before gain, provision on real estate
             investments and minority interest                                   100,603,556                 93,656,033

Gain on sale of operating properties                                                 961,373                     18,310
Provison for loss on operating properties held for sale                                    -                 (6,909,625)
Minority interest of limited partners                                               (456,707)                  (666,517)
                                                                          -------------------          -----------------

Net income                                                                       101,108,222                 86,098,201

Preferred unit distributions                                                     (25,106,255)               (21,232,432)
                                                                          -------------------          -----------------

           Net income for common unitholders                           $          76,001,967                 64,865,769
                                                                          ===================          =================

Net income per common unit:
           Basic                                                       $                1.25                       1.07
                                                                          ===================          =================
           Diluted                                                     $                1.25                       1.07
                                                                          ===================          =================
</TABLE>


See accompanying notes to consolidated financial statements



                                       5
<PAGE>


                              REGENCY CENTERS, L.P.
             Consolidated Statement of Changes in Partners' Capital
                  For the Nine Months Ended September 30, 2001
                                  (unaudited)


<TABLE>
<CAPTION>
                                               Preferred        General            Limited             Total
                                                 Units          Partner            Partners           Capital
                                                 -----          -------            --------           -------

<S>                                      <C>                 <C>                  <C>             <C>
Balance December 31, 2000                $    375,407,777    1,225,414,966        30,409,370      1,631,232,113

Net income                                     25,106,255       74,144,499         1,857,468        101,108,222
Costs from the issuance of
  preferred units                                  (4,125)               -                 -             (4,125)
Cash distributions for dividends                               (88,286,383)       (2,435,151)       (90,721,534)
Preferred unit distribution                   (25,106,255)               -                 -        (25,106,255)
Units issued to acquire limited
  partners' interest in
  consolidated partnerships                             -                -         4,383,468          4,383,468
Units converted for cash                                -                -          (110,487)          (110,487)
Units issued as a result of
  common stock issued by Regency,
  net of repurchases                                    -        5,600,874                 -          5,600,874
Units exchanged for common
  stock of Regency                                      -        3,220,453        (3,220,453)                 -
Units issued for acquisition
  of real estate or investments in
  real estate partnerships                              -           43,196           498,688            541,884
Reallocation of limited partners interest               -         (726,662)          726,662                  -

                                            --------------  ---------------   ---------------   ----------------
Balance September 30, 2001               $    375,403,652    1,219,410,943        32,109,565      1,626,924,160
                                            ==============  ===============   ===============   ================
</TABLE>


See accompanying notes to consolidated financial statements



                                       6
<PAGE>


                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2001 and 2000
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                            2001                       2000
                                                                                            ----                       ----
<S>                                                                               <C>                               <C>
Cash flows from operating activities:
    Net income                                                                    $       101,108,222                 86,098,201
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                    49,741,350                 43,163,768
          Deferred loan cost and debt premium amortization                                    790,671                    554,273
          Services provided by Regency in exchange for units                                5,181,067                  3,592,406
          Minority interest of limited partners                                               456,707                    666,517
          Equity in income of investments in real estate partnerships                      (2,125,524)                (2,865,450)
          Gain on sale of operating properties                                               (961,373)                   (18,310)
          Provision for loss on operating properties held for sale                                  -                  6,909,625
          Changes in assets and liabilities:
              Tenant receivables                                                              991,906                  5,549,265
              Deferred leasing costs                                                       (6,550,023)                (5,385,197)
              Other assets                                                                     12,141                 (1,448,389)
              Tenants' security and escrow deposits                                           169,728                    313,158
              Accounts payable and other liabilities                                      (14,438,585)                (9,448,374)
                                                                                    ------------------         ------------------
                 Net cash provided by operating activities                                134,376,287                127,681,493
                                                                                    ------------------         ------------------

Cash flows from investing activities:
     Acquisition and development of real estate, net                                     (102,596,176)              (238,488,759)
     Acquistion of partners' interest in investments
        in real estate partnerships, net of cash acquired                                   2,416,621                 (1,402,371)
     Investment in real estate partnerships                                               (48,469,245)               (49,515,795)
     Capital improvements                                                                 (11,210,416)               (12,920,698)
     Proceeds from sale of operating properties                                            37,550,387                  7,491,870
     Proceeds from sale of real estate partnership                                          2,967,481                          -
     Repayment of notes receivable                                                         65,350,068                 15,673,125
     Distributions received from investments in real estate partnerships                   15,096,764                          -
                                                                                    ------------------         ------------------
                 Net cash used in investing activities                                    (38,894,516)              (279,162,628)
                                                                                    ------------------         ------------------

Cash flows from financing activities:
     Net proceeds from the issuance of Regency stock
        and exchangeable partnership units                                                     53,164                     22,476
     Repurchase of Regency stock and corresponding units                                      (38,102)               (11,088,419)
     Purchase of limited partner's interest  in consolidated partnership                            -                 (2,527,264)
     Redemption of partnership units                                                         (110,487)                (1,396,946)
     Net distributions to limited partners in consolidated partnerships                    (5,275,985)                (2,099,886)
     Distributions to preferred unit holders                                              (25,106,255)               (21,232,432)
     Cash distributions for dividends                                                     (90,721,534)               (86,384,738)
     Net proceeds from fixed rate unsecured notes                                         215,382,284                149,728,500
     (Additional costs) net proceeds from issuance of preferred units                          (4,125)                91,621,978
     (Repayment) proceeds of unsecured line of credit, net                               (203,000,000)                57,820,690
     Proceeds from notes payable                                                               50,670                  8,118,953
     Repayment of notes payable                                                           (42,074,671)               (40,881,096)
     Scheduled principal payments                                                          (4,562,245)                (4,785,445)
     Deferred loan costs                                                                   (4,783,885)                (2,681,766)
                                                                                    ------------------         ------------------
                 Net (cash used) provided by in financing activities                     (160,191,171)               134,234,605
                                                                                    ------------------         ------------------

                 Net decrease in cash and cash equivalents                                (64,709,400)               (17,246,530)

Cash and cash equivalents at beginning of period                                          100,987,895                 54,117,443
                                                                                    ------------------         ------------------

Cash and cash equivalents at end of period                                        $        36,278,495                 36,870,913
                                                                                    ==================         ==================
</TABLE>



                                       7
<PAGE>


                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2001 and 2000
                                   (unaudited)
                                    continued

<TABLE>
<CAPTION>
                                                                                          2001                       2000
                                                                                          ----                       ----

<S>                                                                             <C>                                   <C>
Supplemental disclosure of cash flow information - cash paid for
   interest (net of capitalized interest of approximately
   $15,745,000 and $8,873,000  in 2001 and 2000, respectively)                  $          61,239,008                 59,643,181
                                                                                    ==================         ==================

Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate                       $           5,470,479                 19,947,565
                                                                                    ==================         ==================

Exchangeable operating partnership units and common stock issued
  for investments in real estate partnerships                                   $                   -                    329,948
                                                                                    ==================         ==================

Exchangeable operating partnership units and common stock
   issued for the acquisition of partners' interest in investments
   in real estate partnerships                                                  $             541,884                  1,287,111
                                                                                    ==================         ==================

Exchangeable operating partnership units, preferred and common
   stock issued for the acquisition of Pacific and real estate                  $                   -                    103,885
                                                                                    ==================         ==================

Notes receivable taken in connection with sales of development properties       $          29,922,096                 37,962,720
                                                                                    ==================         ==================
</TABLE>


See accompanying notes to consolidated financial statements.



                                       8
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (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 Centers Corporation ("Regency" or
              "Company"), a self-administered and self-managed real estate
              investment trust ("REIT"), conducts all of its business and owns
              all of its assets.

              The Partnership was formed in 1996 for the purpose of acquiring
              certain real estate properties. At September 30, 2001, Regency
              owns approximately 97% of the outstanding common units of the
              Partnership.

              During 2000, Regency transferred all of the assets and liabilities
              of eighteen shopping centers to the Partnership in exchange for
              common units. Seventeen of the properties were acquired in 1993,
              and one was acquired in 1998. Since the Partnership and the
              eighteen properties are under the common control of Regency, the
              transfer of the properties has been accounted for at historical
              cost in a manner similar to a pooling of interests, as if the
              Partnership had directly acquired the properties at their original
              acquisition dates. Accordingly, the Partnership's financial
              statements have been restated to include the assets, liabilities,
              units issued, and results of operations of the eighteen properties
              from the date they were acquired.

              The Partnership's ownership interests are represented by Units, of
              which there are six series of preferred Units, common Units owned
              by the limited partners and common Units owned by Regency which
              serves as the general partner. 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 accounting principles generally accepted in the United States
              of America 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, 2000 Form 10-K filed
              with the Securities and Exchange Commission.




                                       9
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

       (b)    Real Estate Investments

              Land, buildings and improvements are recorded at cost. All direct
              and indirect costs clearly associated with the acquisition,
              development and construction of real estate projects are
              capitalized as buildings and improvements.

              Maintenance and repairs which do not improve or extend the useful
              lives of the respective assets are reflected in operating and
              maintenance expense. The property cost includes the capitalization
              of interest expense incurred during construction based on average
              outstanding expenditures.

              Depreciation is computed using the straight line method over
              estimated useful lives of up to forty years for buildings and
              improvements, term of lease for tenant improvements, and three to
              seven years for furniture and equipment.

              Operating properties held for sale include properties that no
              longer meet the Partnership's long-term investment standards such
              as expected growth in revenue or market dominance. Once identified
              and marketed for sale, these properties are segregated on the
              balance sheet as operating properties held for sale. The
              Partnership also develops shopping centers and stand-alone retail
              stores for resale. Once completed, these developments are also
              included in operating properties held for sale. Operating
              properties held for sale are carried at the lower of cost or fair
              value less estimated selling costs. Depreciation and amortization
              are suspended during the period held for sale. Net income from the
              operating properties held for sale was $1.2 and $7.1 for the three
              months and nine months ended September 30, 2001.

              The Partnership reviews its real estate investments for impairment
              whenever events or changes in circumstances indicate that the
              carrying amount of an asset may not be recoverable.

       (c)    Reclassifications

              Certain reclassifications have been made to the 2000 amounts to
              conform to classifications adopted in 2001.


                                       10
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

2.     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 management fees and
       commissions earned from third parties, and development related profits
       and fees earned from the sales of shopping centers, outparcels and build
       to suit properties to 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
       and preferred stock that results in a diluted FFO amount. The Partnership
       considers diluted FFO to be the industry standard for reporting the
       operations of 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 accounting
       principles generally accepted in the United States of America, 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.

       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 three month and
       nine month periods ended September 30, 2001 and 2000. Assets not
       attributable to a particular segment consist primarily of cash and
       deferred costs.





                                       11
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

2.     Segments (continued)
<TABLE>
<CAPTION>
                                                                          For the three months ended
                                                                    September 30,             September 30,
                                                                         2001                      2000
                                                                         ----                      ----

       <S>                                                      <C>                           <C>
       Revenues:
         Retail segment                                         $         88,641,666           86,617,401
         Service operations segment                                        9,075,710            6,021,017
                                                                   ---------------------------------------
            Total revenues                                      $         97,717,376           92,638,418
                                                                   =======================================
       Funds from Operations:
         Retail segment net operating income                    $         66,355,292           65,602,170
         Service operations segment income                                 9,075,710            6,021,017
         Adjustments to calculate diluted FFO:
           Interest expense                                              (18,389,731)         (18,791,545)
           Interest income                                                 1,737,839            1,160,925
           General and administrative and other                           (5,784,743)          (5,826,685)
           Non-real estate depreciation                                     (601,589)            (351,817)
           Minority interest of limited partners                            (324,206)            (186,203)
           Loss on sale of operating properties                              136,932                    -
           Minority interest in depreciation
            and amortization                                                 (57,377)            (111,946)
           Share of joint venture depreciation
             and amortization                                                124,861              168,578
           Distributions on preferred units                               (8,368,752)          (7,977,919)
                                                                   ---------------------------------------
             Funds from Operations - diluted                              43,904,236           39,706,575
                                                                   ---------------------------------------

         Reconciliation to net income for common stockholders:
           Real estate related depreciation
            and amortization                                             (16,371,181)         (14,406,654)
           Minority interest in depreciation
            and amortization                                                  57,377              111,946
           Share of joint venture depreciation
            and amortization                                                (124,861)            (168,578)
           Loss on sale of operating properties                             (136,932)                   -
                                                                   ------------------ --------------------

       Net income available for common unitholders              $         27,328,639           25,243,289
                                                                   ================== ====================
</TABLE>



                                       12
<PAGE>


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

                               September 30, 2001
                                   (unaudited)

2.     Segments (continued)
<TABLE>
<CAPTION>
                                                                           For the nine months ended
                                                                        September 30,         September 30,
                                                                             2001                 2000
                                                                             ----                 -----
       <S>                                                      <C>                           <C>
       Revenues:
         Retail segment                                         $        262,732,878          244,715,486
         Service operations segment                                       23,246,649           15,387,761
                                                                   ------------------ --------------------
            Total revenues                                      $        285,979,527          260,103,247
                                                                   ================== ====================

       Funds from Operations:
         Retail segment net operating income                    $        197,955,271          186,311,950
         Service operations segment income                                23,246,649           15,387,761

         Adjustments to calculate diluted FFO:
           Interest expense                                              (56,845,009)         (52,681,417)
           Interest income                                                 5,003,490            2,823,483
           General and administrative and other                          (18,054,122)         (15,003,666)
           Non-real estate depreciation                                   (1,451,437)            (952,598)
           Minority interest of limited partners                            (456,707)            (666,517)
           Gain on sale of operating properties including
             depreciation on developments sold                            (1,954,840)             (18,310)
           Minority interest in depreciation
            and amortization                                                (155,801)            (411,774)
           Share of joint venture depreciation
             and amortization                                                496,553            1,102,167
           Distributions on preferred units                              (25,106,255)         (21,232,432)
                                                                   ------------------ --------------------
             Funds from Operations - diluted                             122,677,792          114,658,647
                                                                   ------------------ --------------------

         Reconciliation to net income for common unitholders:
           Real estate related depreciation
            and amortization                                             (48,289,913)         (42,211,170)
           Minority interest in depreciation
            and amortization                                                 155,801              411,774
           Share of joint venture depreciation
            and amortization                                                (496,553)          (1,102,167)
           Provision for loss on operating properties
            held for sale                                                          -           (6,909,625)

           Gain on sale of operating properties including
             depreciation on developments sold                             1,954,840               18,310
                                                                   ------------------ --------------------

             Net income available for common unitholders        $         76,001,967           64,865,769
                                                                   ================== ====================

                                                                        September 30,         December 31,
       Assets (in thousands):                                               2001                  2000
       ----------------------                                               ----                  ----

         Retail segment                                         $          2,468,110            2,454,476
         Service operations segment                                          446,201              447,929
         Cash and other assets                                                76,333              132,739
                                                                   ------------------ --------------------
           Total assets                                         $          2,990,644            3,035,144
                                                                   ================== ====================
</TABLE>




                                       13
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)


3.     Investments in Real Estate Partnerships

       The Partnership uses the equity method to account for all investments in
       which it owns 50% or less and does not have a controlling financial
       interest. The Partnership's combined investment in these partnerships was
       $66.1 million and $85.2 million at September 30, 2001 and December 31,
       2000, respectively. Net income is allocated to the Partnership in
       accordance with the respective partnership agreements.

       During the second quarter, Regency formed a joint venture with an
       affiliate of Macquarie CountryWide Trust of Australia ("CountryWide").
       CountryWide is a Sydney, Australia based property trust with a similar
       investment philosophy to Regency, focusing on grocery-anchored shopping
       centers. The venture purchased five Regency centers, consisting of three
       operating properties and two recently completed developments. Regency has
       a 25% ownership in the venture.

       On December 31, 2000, the Partnership contributed $4.5 million to
       Columbia Regency Retail Partners, LLC ("Columbia") representing a 10%
       equity interest. During the second quarter, the Company contributed $24.3
       million and increased its ownership to a 20% equity interest.

4.     Notes Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at September 30, 2001 and December 31,
       2000 consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                2001            2000
                                                                                ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        266,753         270,491
                    Variable rate mortgage loans                                19,616          40,640
                    Fixed rate unsecured loans                                 741,120         529,941
                                                                         -------------- ---------------
                          Total notes payable                                1,027,489         841,072
                Unsecured line of credit                                       263,000         466,000
                                                                         -------------- ---------------
                         Total                                        $      1,290,489       1,307,072
                                                                         ============== ===============
</TABLE>

       On April 30, 2001, the Partnership modified the terms of its line of
       credit (the "Line") by reducing the commitment to $600 million, reducing
       the interest rate spread from 1.0% to .85% and extending the maturity
       date to April 2004. Interest rates paid on the Line at September 30, 2001
       and 2000 were based on LIBOR plus .85% and 1.0% or 3.538% and 7.625%,
       respectively. The spread that the Partnership pays on the Line is
       dependent upon maintaining specific investment grade ratings. 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.




                                       14
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

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

       On January 22, 2001 the Partnership completed a $220 million unsecured
       debt offering with an interest rate of 7.95%. The notes were priced at
       99.867%, are due on January 15, 2011 and are guaranteed by the Company.
       The net proceeds of the offering were used to reduce the balance of the
       Line.

       Mortgage loans are secured by certain real estate properties, and may be
       prepaid, but could be subject to a yield-maintenance premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2019. Variable interest rates on
       mortgage loans are currently based on LIBOR plus a spread in a range of
       125 basis points to 135 basis points. Fixed interest rates on mortgage
       loans range from 6.82% to 9.5%.

       As of September 30, 2001, 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>
              2001                                      $          1,466          24,750          26,216
              2002                                                 5,051          44,093          49,144
              2003                                                 4,803          22,866          27,669
              2004 (includes the Line)                             5,185         472,689         477,874
              2005                                                 4,011         148,040         152,051
              Beyond 5 Years                                      33,024         516,168         549,192
              Unamortized debt premiums                              -             8,343           8,343
                                                           -------------- --------------- ---------------
                   Total                                $         53,540       1,236,949       1,290,489
                                                           ============== =============== ===============
</TABLE>


       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $65.1 million at September 30, 2001 and the Partnership's
       proportionate share of these loans was $14.2 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. Fixed rate loans
       assumed in connection with real estate acquisitions are recorded in the
       accompanying financial statements at fair value. Based on the borrowing
       rates currently available to the Partnership for loans with similar terms
       and average maturities, the fair value of long-term debt is $1.32
       billion.




                                       15
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

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

       At September 30, 2001 and 2000, the face value of total preferred units
       issued was $384 million with an average fixed distribution rates of
       8.72%.


        Terms and conditions of the Preferred Units are summarized as follows:

<TABLE>
<CAPTION>
                  Units              Issue              Issuance       Distribution         Callable
   Series         Issued             Price               Amount            Rate          By Partnership
-------------------------------------------------------------------------------------------------------

<S>               <C>            <C>                 <C>                  <C>               <C>
Series A          1,600,000      $    50.00          $    80,000,000      8.125%            06/25/03
Series B            850,000          100.00               85,000,000      8.750%            09/03/04
Series C            750,000          100.00               75,000,000      9.000%            09/03/04
Series D            500,000          100.00               50,000,000      9.125%            09/29/04
Series E            700,000          100.00               70,000,000      8.750%            05/25/05
Series F            240,000          100.00               24,000,000      8.750%            09/08/05
               -------------                        -----------------

                  4,640,000                          $   384,000,000
               =============                        =================
</TABLE>




                                       16
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)

6.     Earnings Per Unit

       The following summarizes the calculation of basic and diluted earnings
       per unit for the three month periods ended September 30, 2001 and 2000
       (in thousands except per unit data):

<TABLE>
<CAPTION>
                                                                     2001          2000
                                                                 ------------- --------------
       <S>                                                    <C>                     <C>
       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                              59,112         58,580
                                                                 ============= ==============

       Net income for common unitholders                      $        27,329         25,243
       Less: dividends paid on Series 2
         preferred stock                                                  744            699
                                                                 ------------- --------------

       Net income for Basic and Diluted EPU                   $        26,585         24,544
                                                                 ============= ==============

       Basic EPU                                              $           .45            .42
                                                                 ============= ==============

       Diluted Earnings Per Unit (EPU) Calculation
       -------------------------------------------
       Weighted average units outstanding
           for Basic EPU                                               59,112         58,580
       Incremental units to be issued under
         common stock options using the Treasury
         Method                                                           272            103
                                                                 ------------- --------------
       Total diluted units                                             59,384         58,683
                                                                 ============= ==============

       Diluted EPU                                            $           .45            .42
                                                                 ============= ==============
</TABLE>

         The Series 2 Preferred stock dividends are 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 Series 2 Preferred stock dividends are deemed to be
         preferential to the distributions made to common unitholders.




                                       17
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2001
                                   (unaudited)


6.     Earnings Per Unit (continued)

       The following summarizes the calculation of basic and diluted earnings
       per unit for the nine month periods ended September 30, 2001 and 2000 (in
       thousands except per unit data):

<TABLE>
<CAPTION>
                                                                     2001          2000
                                                                 ------------- --------------
       <S>                                                    <C>                     <C>
       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                              59,016         58,606
                                                                 ============= ==============

       Net income for common unitholders                      $        76,002         64,866
       Less: dividends paid on Series 2
         preferred stock                                                2,221          2,098
                                                                 ------------- --------------

       Net income for Basic and Diluted EPU                   $        73,781         62,768
                                                                 ============= ==============

       Basic EPU                                              $          1.25           1.07
                                                                 ============= ==============

       Diluted Earnings Per Unit (EPU) Calculation
       -------------------------------------------
       Weighted average units outstanding
           for Basic EPU                                               59,016         58,606
       Incremental units to be issued under
         common stock options using the Treasury
         Method                                                           213             45
                                                                 ------------- --------------
       Total diluted units                                             59,229         58,651
                                                                 ============= ==============

       Diluted EPU                                            $          1.25           1.07
                                                                 ============= ==============
</TABLE>

         The Series 2 Preferred stock dividends are 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 Series 2 Preferred stock dividends are deemed to be
         preferential to the distributions made to common unitholders.




                                       18
<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 Centers Corporation ("Regency" or "Company") is a qualified
real estate investment trust ("REIT") which began operations in 1993. Regency
had previously operated under the name Regency Realty Corporation, but changed
its name to Regency Centers Corporation in February 2001 to more appropriately
acknowledge its brand and position in the shopping center industry. Regency
invests in retail shopping centers through its partnership interest in Regency
Centers, L.P., ("RCLP" or "Partnership") an operating partnership in which
Regency currently owns approximately 97% of the outstanding common partnership
units ("Units"). The acquisition, development, operations and financing activity
of Regency including the issuance of Units or preferred units is executed by
RCLP.

         During 2000, Regency transferred all of the assets and liabilities of
eighteen shopping centers to the Partnership in exchange for common units.
Seventeen of the properties were acquired in 1993, and one was acquired in 1998.
Since the Partnership and the eighteen properties are under the common control
of Regency, the transfer of the properties has been accounted for at historical
cost in a manner similar to a pooling of interests, as if the Partnership had
directly acquired the properties at their original acquisition dates.
Accordingly, the Partnership's financial statements for the three and nine
months ended September 30, 2000 have been restated to include the assets,
liabilities, units issued, and results of operations of the eighteen properties
from the date they were acquired.




                                       19
<PAGE>


Shopping Center Business
------------------------

          Regency is a national owner, operator and developer of primarily
grocery-anchored neighborhood retail shopping centers. Regency's retail
properties summarized by state and in order by largest holdings including their
gross leasable areas (GLA) are as follows:

<TABLE>
<CAPTION>
                                       September 30, 2001                              December 31, 2000
         Location         # Properties          GLA          % Leased *   # Properties      GLA           % Leased *
                          ------------        ---------      ----------   ------------  -----------       ----------

   <S>                        <C>            <C>              <C>              <C>            <C>            <C>
   Florida                     54             6,578,447        92.0%             55            6,558,734      92.7%
   Texas                       37             4,507,987        94.5%             33            4,125,058      94.2%
   California                  36             4,442,298        98.8%             39            4,922,329      98.4%
   Georgia                     26             2,556,472        93.9%             26            2,553,041      95.2%
   Ohio                        14             1,870,044        94.9%             13            1,760,955      96.7%
   North Carolina              13             1,302,751        98.1%             13            1,302,751      97.4%
   Colorado                    12             1,192,452        98.8%             10              897,788      97.9%
   Washington                   9             1,095,456        97.5%             10            1,180,020      95.8%
   Oregon                       9               786,911        91.8%              9              776,853      91.7%
   Alabama                      7               665,440        95.6%              5              516,062      97.9%
   Arizona                      9               627,158        98.4%              8              522,014      97.9%
   Tennessee                   10               493,860        99.4%             10              493,860      99.7%
   Virginia                     6               408,368        97.6%              6              419,440      95.3%
   Missouri                     2               370,157        95.8%              2              369,045      95.8%
   Kentucky                     5               337,845        98.9%              5              325,347     100.0%
   Illinois                     2               300,162        91.6%              1              178,601      86.4%
   Michigan                     3               274,987        90.2%              3              274,987      94.1%
   Delaware                     2               239,077        99.5%              2              239,077      98.6%
   Mississippi                  2               185,061       100.0%              2              185,061      97.7%
   South Carolina               4               183,872       100.0%              4              183,872      97.4%
   New Jersey                   3               112,640       100.0%              3              112,514     100.0%
   Wyoming                      1                87,777         -                 1               87,777        -
   Maryland                     1                 6,763         -                 -                 -           -
   Pennsylvania                 1                 6,000       100.0%              1                6,000     100.0%
                          -------------- --------------- ---------------- -------------- --------------- -------------
       Total                  268            28,631,985        95.3%            261           27,991,186      95.4%
                          ============== =============== ================ ============== =============== =============
</TABLE>

          * Excludes pre-stabilized properties under development

         This table includes properties owned by joint ventures in which Regency
         has an ownership position. Historically, Regency excluded single tenant
         properties from the table, but beginning with March 31, 2001 began
         including these properties. Amounts reported for December 31, 2000 have
         been restated to include these properties for comparative purposes.

          Regency 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. Regency's current investment
markets have continued to offer stable economies, and accordingly, Regency
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.



                                       20
<PAGE>


         The following table summarizes the four largest grocery tenants
         occupying Regency's shopping centers at September 30, 2001:

<TABLE>
<CAPTION>
            Grocery              Number of          % of          % of Annualized      Average Remaining
            Anchor                Stores          Total GLA          Base Rent             Lease Term
            ------                ------          ---------          ---------             ----------

          <S>                       <C>            <C>                 <C>                   <C>
          Kroger                    58             11.4%               9.4%                  16 yrs
          Publix                    46              7.4%               5.2%                  13 yrs
          Safeway                   47              5.9%               4.9%                  12 yrs
          Albertsons                23              2.9%               2.2%                  14 yrs
</TABLE>

         Number of stores includes tenant owned stores. All reported amounts
         above include properties owned through joint ventures.

Acquisition and Development of Shopping Centers
-----------------------------------------------

         Regency has implemented a growth strategy dedicated to developing
high-quality shopping centers. This development process can require 12 to 36
months from initial land or redevelopment acquisition through construction and
lease-up 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 September 30, 2001, Regency had 52 projects under
construction or undergoing major renovations, which when complete will represent
an investment of $720 million. Total cost necessary to complete these
developments is estimated to be $240 million and will be expended through 2002.
These developments are approximately 67% complete and over 73% pre-leased.

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 $134.4 million and $127.7 million for the nine
months ended September 30, 2001 and 2000, respectively. During the first nine
months of 2001 and 2000, respectively, Regency incurred capital expenditures of
$11.2 million and $12.9 million and paid scheduled principal payments of $4.6
million and $4.8 million. The Partnership paid distributions of $115.8 million
and $107.6 million to its unitholders.

         Management expects to meet long-term liquidity requirements for
maturing debt, 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 private and public markets.
Net cash used in investing activities was $38.9 million and $279.2 million
during the first nine months of 2001 and 2000, respectively, primarily for the
purposes discussed under Acquisition and Development of Shopping Centers. Net
cash used in financing activities was $160.2 million for the nine months ended
September 30, 2001 and net cash provided from financing activities was $134.2
million for the nine months ended September 30, 2000.




                                       21
<PAGE>


         Regency's outstanding debt at September 30, 2001 and December 31, 2000
consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                2001            2000
                                                                                ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        266,753         270,491
                    Variable rate mortgage loans                                19,616          40,640
                    Fixed rate unsecured loans                                 741,120         529,941
                                                                         -------------- ---------------
                          Total notes payable                                1,027,489         841,072
                Unsecured line of credit                                       263,000         466,000
                                                                         -------------- ---------------
                         Total                                        $      1,290,489       1,307,072
                                                                         ============== ===============
</TABLE>

         Mortgage loans are secured by certain real estate properties, and may
be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans
are generally due in monthly installments of interest and principal and mature
over various terms through 2019. Variable interest rates on mortgage loans are
currently based on LIBOR plus a spread in a range of 125 basis points to 135
basis points. Fixed interest rates on mortgage loans range from 6.82% to 9.5%.

               On April 30, 2001, the Partnership modified the terms of its line
of credit (the "Line") by reducing the commitment to $600 million, reducing the
interest rate spread from 1.0% to .85% and extending the maturity date to April
2004. Interest rates paid on the Line at September 30, 2001 and 2000 were based
on LIBOR plus .85% and 1.0% or 3.538% and 7.625%, respectively. The spread that
the Partnership pays on the Line is dependent upon maintaining specific
investment grade ratings. 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 January 22, 2001 the Partnership completed a $220 million unsecured
debt offering with an interest rate of 7.95%. The notes were priced at 99.867%,
are due on January 15, 2011 and are guaranteed by the Company. The net proceeds
of the offering were used to reduce the balance of the Line.

         At September 30, 2001 and 2000, the face value of total preferred units
issued was $384 million with an average fixed distribution rates of 8.72%.

       Terms and conditions of the Preferred Units are summarized as follows:

<TABLE>
<CAPTION>
                  Units              Issue              Issuance       Distribution        Callable
   Series         Issued             Price               Amount            Rate           By Company
-----------------------------------------------------------------------------------------------------

<S>               <C>            <C>                 <C>                  <C>              <C>
Series A          1,600,000      $    50.00          $    80,000,000      8.125%           06/25/03
Series B            850,000          100.00               85,000,000      8.750%           09/03/04
Series C            750,000          100.00               75,000,000      9.000%           09/03/04
Series D            500,000          100.00               50,000,000      9.125%           09/29/04
Series E            700,000          100.00               70,000,000      8.750%           05/25/05
Series F            240,000          100.00               24,000,000      8.750%           09/08/05
               -------------                     --------------------
                  4,640,000                      $       384,000,000
               =============                     ====================
</TABLE>





                                       22
<PAGE>


         As of September 30, 2001, 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>
              2001                                        $     1,466         24,750         26,216
              2002                                              5,051         44,093         49,144
              2003                                              4,803         22,866         27,669
              2004 (includes the Line)                          5,185        472,689        477,874
              2005                                              4,011        148,040        152,051
              Beyond 5 Years                                   33,024        516,168        549,192
              Unamortized debt premiums                             -          8,343          8,343
                                                          ----------------------------------------------
                   Total                                  $    53,540      1,236,949      1,290,489
                                                          ==============================================
</TABLE>

         Unconsolidated partnerships and joint ventures had mortgage loans
payable of $65.1 million at September 30, 2001, and Regency's proportionate
share of these loans was $14.2 million.

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

         Regency's real estate portfolio has grown substantially as a result of
the development activity discussed above. Regency 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. Regency expects to repay the
Line from time to time from additional public and private equity or debt
offerings and from proceeds from the sale of real estate. Because acquisition
and development activities are discretionary in nature, they are not expected to
burden Regency's capital resources currently available for liquidity
requirements. Regency expects that cash provided by operating activities, unused
amounts available under the Line, and cash reserves are adequate to meet
liquidity requirements.

Results from Operations

Comparison of the three months ended September 30, 2001 to 2000

         Revenues increased $5.1 million or 5% to $97.7 million in 2001. The
increase was due primarily to revenues from newly completed developments that
only partially operated during 2000, and from growth in rental rates at the
operating properties. Minimum rent increased $3.4 million or 5%, and recoveries
from tenants increased $1.3 million or 7%.

         Service operations revenue includes fees earned in Regency's service
operations segment which includes property management and leasing commissions
earned from third parties, and development profits earned from the sale of
shopping centers, build to suit properties, and land to third parties. Service
operations revenue increased by $3.1 million to $9.1 million in 2001, or 51%.
The increase was primarily due to a $2.6 million increase in development
profits.



                                       23
<PAGE>


         Operating expenses increased $3.3 million or 8% to $44.9 million in
2001. Combined operating and maintenance, and real estate taxes increased $1.2
million or 5% during 2001 to $22.1 million. The increase was primarily due to
expenses incurred by newly completed developments that only partially operated
during 2000, and general increases in operating expenses on the stabilized
properties. General and administrative expenses were $4.5 million during 2001
vs. $5.0 million in 2000 or a decrease of 11%. Depreciation and amortization
increased $2.2 million during 2001 or 15% primarily due to developments that
only partially operated during 2000.

         Interest expense decreased to $18.4 million in 2001 from $18.8 million
in 2000 or 2%. The decrease was primarily due to lower interest rates on the
Line. Preferred unit distributions increased $391,000 to $8.4 million during
2001 as a result of the preferred units issued in September 2000.

         Net income for common unitholders was $27.3 million in 2001 vs. $25.2
million in 2000, or a 8% increase.  Diluted earnings per share was $.45 in 2001
vs. $.42 in 2000, or 7% higher as a result of the increase in net income.

Comparison of the nine months ended September 30, 2001 to 2000

         Revenues increased $25.9 million or 10% to $286.0 million in 2001. The
increase was due primarily to revenues from newly completed developments that
only partially operated during 2000, and from growth in rental rates at the
operating properties. Minimum rent increased $12.3 million or 7%, and recoveries
from tenants increased $5.9 million or 12%. At September 30, 2001, Regency was
operating or developing 268 retail properties. Regency identifies its properties
as either development properties or stabilized properties. Development
properties are defined as properties that are in the construction and initial
lease-up process that are not yet 93% leased and occupied. Stabilized properties
are all properties not identified as development. At September 30, 2001, Regency
had 216 stabilized properties that were 95.3% leased. At December 31, 2000,
stabilized properties were 95.4% leased. In 2001, rental rates grew by 11% from
renewal leases and new leases replacing previously occupied spaces in the
stabilized properties.

         Service operations revenue includes fees earned in Regency's service
operations segment which includes property management and leasing commissions
earned from third parties, and development profits earned from the sale of
shopping centers, build to suit properties, and land to third parties. Service
operations revenue increased by $7.9 million to $23.2 million in 2001, or 51%.
The increase was primarily due to a $7.0 million increase in development
profits.

         Operating expenses increased $16.9 million or 15% to $133.5 million in
2001. Combined operating and maintenance, and real estate taxes increased $7.3
million or 13% during 2001 to $65.7 million. The increase was primarily due to
expenses incurred by newly completed developments that only partially operated
during 2000, and general increases in operating expenses on the stabilized
properties. General and administrative expenses were $13.4 million during 2001
vs. $13.3 million in 2000 or an increase of 1%. Depreciation and amortization
increased $6.6 million during 2001 or 15% primarily due to developments that
only partially operated during 2000.

         In June 2000, the Company identified six operating properties that did
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. The Company reduced the
carrying value of these properties to the lower of cost or fair value, net of
selling costs and this 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.



                                       24
<PAGE>


         Interest expense increased to $56.8 million in 2001 from $52.7 million
in 2000 or 8%. The increase was primarily due to higher debt balances and a
higher percentage of outstanding debt with fixed interest rates, which are
generally higher than variable interest rates. Regency had $1.3 billion and $1.2
billion of outstanding debt at September 30, 2001 and 2000, respectively. On
September 30, 2001, 78% of outstanding debt had fixed interest rates vs. 72% on
September 30, 2000.

         Preferred unit distributions increased $3.9 million to $25.1 million
during 2001 as a result of the preferred units issued in 2001 and the second and
third quarters of 2000.

         Net income for common unitholders was $76.0 million in 2001 vs. $64.9
million in 2000, or a 17% increase. Diluted earnings per unit was $1.25 in 2001
vs. $1.07 in 2000, or 17% higher as a result of the increase in net income.

New Accounting Standards and Accounting Changes
-----------------------------------------------

         In August 2001, the Financial Accounting Standards Board issued FASB
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (Statement 144), which supercedes FASB Statement No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" (Statement 121). Statement 144 retains the fundamental provisions in
Statement 121 for recognizing and measuring impairment losses on long-lived
assets held for use and long-lived assets to be disposed of by sale, while also
resolving significant implementation issues associated with Statement 121. The
Company is required to adopt Statement 144 no later than the year beginning
after December 15, 2001, and plans to adopt its provisions for the quarter
ending March 31, 2002. Management does not expect the adoption of Statement 144
to have a material impact on the Company's financial statements because the
impairment assessment under Statement 144 is largely unchanged from Statement
121. The provisions of the Statement for assets held for sale or other disposal
generally are required to be applied prospectively after the adoption date to
newly initiated disposal activities. Therefore, management cannot determine the
potential effects that adoption of Statement 144 will have on the Company's
financial statements.

         The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an Amendment to FASB Statement No. 133" ("FAS 138"),
which was effective for the Company on January 1, 2001. FAS 138 and FAS 133
establish accounting and reporting standards for derivative instruments and
hedging activities. FAS 138 and FAS 133 require entities to recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. FAS 138 and FAS 133 had no impact to the
financial statements as Regency has no derivative instruments.

Environmental Matters
---------------------

         Regency, like others in the commercial real estate industry, is subject
to numerous environmental laws and regulations. The operation of dry cleaning
plants at Regency's shopping centers is the principal environmental concern.
Regency believes that the tenants who operate these plants do so in accordance
with current laws and regulations and has established procedures to monitor
their operations. Additionally, Regency uses all legal means to cause tenants to
remove dry cleaning plants from its shopping centers. Where available, Regency
has applied and been accepted into state sponsored environmental programs.
Regency has a blanket environmental insurance policy that covers it against
third party liabilities and remediation costs on shopping centers that currently
have no known environmental contamination. Regency has also placed environmental
insurance on specific properties with known contamination in order to mitigate
its environmental risk. Management believes that the ultimate disposition of
currently known environmental matters will not have a material effect on the
financial position, liquidity, or operations of Regency.



                                       25
<PAGE>


Inflation
---------

         Inflation has remained relatively low during 2001 and 2000 and has had
a minimal impact on the operating performance of the shopping centers; however,
substantially all of Regency's long-term leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling Regency 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 Regency's leases are for terms of less
than ten years, which permits Regency to seek increased rents upon re-rental at
market rates. Most of Regency's leases require the tenants to pay their share of
operating expenses, including common area maintenance, real estate taxes,
insurance and utilities, thereby reducing Regency's exposure to increases in
costs and operating expenses resulting from inflation.




                                       26
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market Risk
-----------

         Regency 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 Regency's real estate investment portfolio
and operations. Regency'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 Regency 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. Regency has no plans to enter into derivative
or interest rate transactions for speculative purposes, and at September 30,
2001, Regency did not have any borrowings hedged with derivative financial
instruments.

         Regency's interest rate risk is monitored using a variety of
techniques. The table below presents the principal amounts maturing (in
thousands), weighted average interest rates of remaining debt, and the fair
value of total debt (in thousands), by year of expected maturity to evaluate the
expected cash flows and sensitivity to interest rate changes.

<TABLE>
<CAPTION>
                                                                                                                    Fair
                                     2001      2002       2003       2004       2005     Thereafter     Total      Value
                                     ----      ----       ----       ----       ----     ----------     -----      -----
<S>                                 <C>       <C>        <C>        <C>        <C>         <C>         <C>       <C>
  Fixed rate debt                   24,750    44,093     13,303     199,921    148,040     569,423     999,530   1,034,164
  Weighted average interest rate
       for all debt                  7.92%     7.88%      7.86%       7.99%      8.08%       8.11%
  Variable rate LIBOR debt             -         -        9,848     272,768        -           -       282,616     282,616
   Weighted average interest rate
       for all debt                    -         -        5.35%        -           -           -           -          -
</TABLE>

         As the table incorporates only those exposures that exist as of
September 30, 2001, it does not consider those exposures or positions, which
could arise after that date. Regency's ultimate realized gain or loss with
respect to interest rate fluctuations will depend on the exposures that arise
during the period, Regency's hedging strategies at that time, and interest
rates.




                                       27
<PAGE>




Part II


Item 2.

Item 6.  Exhibits and Reports on Form 8-K:


(a)       Exhibits

10.       Material Contracts

          None

15.       Letter Regarding Unaudited Interim Financial Information

(b)       Reports on Form 8-K

          None















                                       28
<PAGE>


                                    SIGNATURE

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



         Date: November 14, 2001      REGENCY CENTERS, L.P.


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







                                       29