United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

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

                  For the quarterly period ended March 31, 1999

                                      -or-

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

               For the transition period from ________ to ________

                       Commission File Number 333-63723-07

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
             (Exact name of registrant as specified in its charter)

                            Georgia                      59-33363127
             (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>









                 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                              Balance Sheets

                      March 31, 1999 and December 31, 1998
                                (unaudited)



                                                          1999           1998
                                                       -----------    ----------
                                                                                

 Assets
Cash restricted for tenants' security deposits           $ 21,441         21,441

Property and buildings, at cost
 Land                                                   1,123,200      1,123,200
 Buildings and improvements                             4,498,921      4,426,662
                                                       -----------    ----------
                                                                                
                                                        5,622,121      5,549,862
Less accumulated depreciation                             347,631        319,124
                                                       -----------    ----------
                                                                                
Net property and buildings                              5,274,490      5,230,738
                                                       -----------    ----------
                                                                                
Other assets:
 Accounts receivable and other assets                      21,357         33,782
 Deferred leasing costs, less accumulated
 amortization                                              23,786         24,952
                                                       -----------    ----------
                                                                                
 Total other assets                                        45,143         58,734
                                                       -----------    ----------
                                                                                
                                                       $ 5,341,074     5,310,913
                                                        ===========   ==========
     


Liabilities and Partners' Capital
Liabilities:
Notes  payable (note 2)                                  3,484,916     3,484,916
Accounts payable and other liabilities                     553,307       345,675
Tenants' security deposits                                  21,441        21,441
                                                        -----------   ----------
                                                                                
Total liabilities                                        4,059,664     3,852,032

Partners' capital (note 3)                               1,281,410     1,458,881
                                                        -----------   ----------
                                                                                
                                                        $ 5,341,074    5,310,913
                                                        ===========   ==========
     


See accompanying notes to financial statements.

<PAGE>

                     RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                              Statements of Operations

                     For the Three Months Ended March 31, 1999 and 1998
                                     (unaudited)



                                                         1999           1998
                                                     ------------  ------------

Revenues:
 Rental income                                       $  174,005          165,644
 Tenant reimbursements and other income                  33,909           30,790
                                                    ------------    ------------
       Total revenues                                   207,914          196,434
                                                    ------------    ------------


Expenses:
    Depreciation and amortization                        30,476           28,973
    General and administrative                           30,129           22,831
    Real estate taxes                                    15,471           15,471
    Interest                                             55,364           54,824
                                                     ------------   ------------
             Total expenses                             131,440          122,099
                                                     ------------   ------------

             Net income                              $  76,474            74,335
                                                    ============    ============



See accompanying notes to financial statements.
<PAGE>
                     RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                              Statements of Cash Flows

                    For the Three Months ended March 31, 1999 and 1998
                                   (unaudited)




                                                        1999             1998
                                                   -----------       -----------
Cash flows from operating activities:
Net income                                           $76,474              74,335
Adjustments to reconcile net income to
 net cash provided by operating activities:
Depreciation and amortization                         30,476              28,973
Deferred leasing costs                                 (803)            (17,925)
Changes in assets and liabilities:
Accounts receivable and other assets                  12,425              22,295
Accounts payable and other liabilities               207,632              72,143
Cash restricted for tenants security
 deposits                                                 --             (6,794)
Tenants' security deposits                                --               6,794
                                                   -----------       -----------
Net cash provided by
 operating activities                                326,204             179,821
                                                   -----------       -----------
     
Cash flows from investing activities -
 additions to property and buildings                 (72,259)                 --
                                                   -----------       -----------
     
Cash flows from financing activities:
Net contributions (distributions)                    (253,945)         (179,821)
                                                   -----------       -----------
Net cash used in financing activities                (253,945)         (179,821)
                                                   -----------       -----------

Net change in cash                                          --                --

Cash at beginning of year                                   --                --
                                                   -----------       -----------

Cash at end of year                              $          --                --
                                                  ============       ===========



See accompanying notes to financial statements.
<PAGE>
RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

Notes to Consolidated Financial Statements

March 31, 1999
(unaudited)

1.       Organization and Principles of Consolidation

         RRC Operating Partnership of Georgia, L.P. (the Partnership) was formed
         on February 22, 1996 as a Georgia  limited  partnership for the purpose
         of acquiring,  leasing and operating Parkway Station Shopping Center, a
         94,290 square foot shopping center located in Warner-Robins, Georgia.

         The  Partnership  interest  is held 16% by  Regency  Centers,  L.P.,  a
         Delaware  partnership  (RCLP),  as general partner,  and 84% by various
         individuals  (Limited  Partners).  The  Partnership  will  terminate on
         December  31, 2050 or earlier  upon the  occurrence  of certain  events
         specified in the Partnership agreement.

         The Financial  Statements reflect all adjustments which are of a normal
         recurring  nature,  and in the opinion of management,  are necessary to
         properly  state the  results  of  operations  and  financial  position.
         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting   principles  have  been  condensed  or  omitted,   although
         management  believes  that the  disclosures  are  adequate  to make the
         information  presented not misleading.  The Financial Statements should
         be read in conjunction with the financial  statements and notes thereto
         included in the  Partnership's  December  31, 1998 Form 10-K filed with
         the Securities and Exchange Commission.

2.       Notes Payable and Unsecured Line of Credit

         The Partnership has two notes payable to RCLP,  which total  $3,484,916
         at March 31, 1999 and December 31, 1998.  The notes provide for payment
         of  interest  only  annually  at 6.73%,  and are due in full August 28,
         2012.


3.       Partners' Capital

         The Partnership  Agreement provides,  among other provisions,  that (1)
         100% of the net  income  shall  be  allocated  to  RCLP,  (2)  RCLP has
         complete  discretion as to the operations of Parkway  Station  Shopping
         Center,  and to its  ultimate  disposal,  and (3) the Limited  Partners
         receive  distributions  in an  amount  equal to the  dividends  paid to
         RCLP's parent company's (Regency Realty Corporation) stockholders.



<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 RRC Operating Partnership
of Georgia, L.P. (the "Partnership")  appearing elsewhere in this Form 10-Q, and
with the Partnership's Form 10-K as of December 31, 1998.

Organization

The Partnership was formed on February 22, 1996 as a Georgia limited partnership
for the purpose of acquiring,  leasing and operating  Parkway  Station  Shopping
Center, a 94,290 square foot shopping center located in Warner-Robins, Georgia.

The  Partnership  interest  is held 16% by  Regency  Centers,  L.P.,  a Delaware
partnership (RCLP), as general partner,  and 84% by various individuals (Limited
Partners).  The Partnership  will terminate on December 31, 2050 or earlier upon
the occurrence of certain events specified in the Partnership agreement.


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 and
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
center.

Management  expects to meet long-term  liquidity  requirements  from excess cash
generated from operating activities or advances from RCLP, the general partner.

The Partnership expects that cash provided by operating activities and from RCLP
are adequate to meet liquidity requirements.


Results from Operations

Comparison of the Three Months Ended March 31, 1999 to 1998

Revenues  increased  $11,480 or 6% to $207,914  in 1999.  The  increase  was due
primarily to the increase in occupancy  percentage  from 92.9% to 94.5% at March
31, 1999.

Total  expenses  increased  $9,341  or 8% to  $131,440  in 1999.  Such  expenses
increase directly with the fluctuations in occupancy as described above.

Net income was $76,474 in 1999 vs. $74,335 in 1998, a $2,139 or 3% increase for 
the reasons previously described.

Inflation

Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping   center,   however,
substantially  all of the  Partnership's  long-term  leases  contain  provisions
designed to mitigate the adverse impact of inflation.  Such  provisions  include
clauses enabling the Partnership to receive percentage rentals based on tenants'
gross sales, which generally increase as prices rise, and/or escalation clauses,
which  generally  increase  rental  rates  during the terms of the leases.  Such
escalation clauses are often related to increases in the consumer price index or
similar inflation indices. In addition, many of the Partnership's leases are for
terms of less than ten years,  which permits the  Partnership  to seek increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.

Year 2000 System Compliance

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

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

RCLP's computer  hardware,  operating  systems,  general accounting and property
management  systems and principal  desktop  software  applications are Year 2000
compliant as certified by the various vendors.  RCLP is currently  testing these
systems, and expects to complete the testing phase by June 30, 1999.

Based on initial  testing,  RCLP's  management does not anticipate any Year 2000
issues that will  materially  impact the  Partnership's  operations or operating
results and has  represented  to the  Partnership  that such systems are used to
manage its property.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

              Market Risk

The  Partnership is not exposed to market risk since its only debt is fixed rate
and is not a party to market risk sensitive instruments, nor has it been a party
to  market  risk  sensitive  instruments  during  the  reporting  period  or the
preceding fiscal year.


<PAGE>
                                    PART II

Item 3.1  Agreement  of Limited  Partnership  of RRC  Operating  Partnership  of
Georgia, L.P.


Item 27           Financial Data Schedule


Item 4.1  Indenture dated July 20, 1998 between Regency Centers, L.P., the 
          guarantors named there and First Union National Bank, as trustee 
         (incorporated by reference to Exhibit 4.1 to the registration statement
          on Form S-4 of Regency Centers, L.P., No. 333-63723).







<PAGE>



                                    SIGNATURE

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



Date:  May 17, 1999                  RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                 By:       Regency Centers, LP., general partner


                                 By:       /s/  J. Christian Leavitt
                                         Vice President, Treasurer and Secretary
                                         of Regency Realty Corporation, general 
                                         partner of Regency Centers, L.P.