United States

                       SECURITIES AND EXCHANGE COMMISSION

                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

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

                                      -or-

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

                For the transition period from ________ to ________

                         Commission File Number 0-24763

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

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

                       121 West Forsyth Street, Suite 200

                           Jacksonville, Florida 32202

            (Address of principal executive offices) (Zip Code)

                                 (904) 356-7000

            (Registrant's telephone number, including area code)

                                    Unchanged

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

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



<PAGE>
Part I
Item 1. Financial Statement

                                                REGENCY CENTERS, L.P.
                                               Consolidated Balance Sheets
                                        September 30, 2000 and December 31, 1999
                                                      (unaudited)
<TABLE>
<CAPTION>
                                                                                      2000                   1999
                                                                                      ----                   ----
<S>                                                                            <C>                      <C>
Assets
Real estate investments:
    Land                                                                       $    556,249,608            538,881,578
    Buildings and improvements                                                    1,752,120,588          1,722,813,591
                                                                                 ---------------        ---------------
                                                                                  2,308,370,196          2,261,695,169
    Less:  accumulated depreciation                                                 111,055,462             81,294,400
                                                                                 ---------------        ---------------
                                                                                  2,197,314,734          2,180,400,769
    Properties in development                                                       258,683,760            167,300,893
    Operating properties held for sale                                              124,098,255                      -
    Investments in real estate partnerships                                          66,159,432             66,938,784
                                                                                 ---------------        ---------------
          Net real estate investments                                             2,646,256,181          2,414,640,446

Cash and cash equivalents                                                            32,611,193             50,964,920
Notes receivable                                                                     37,962,720             15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
    $3,257,390 and $1,883,547 at September 30, 2000 and
    and December 31, 1999                                                            28,366,032             30,884,172
Deferred costs, less accumulated amortization of
    $8,506,700 and $5,498,619 at September 30, 2000
    and December 31, 1999                                                            16,844,767             11,272,866
Other assets                                                                          7,588,032              7,273,925
                                                                                 ---------------        ---------------
                                                                               $  2,769,628,925          2,530,709,454
                                                                                 ===============        ===============
Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                                   843,733,544            713,787,207
    Unsecured line of credit                                                        305,000,000            247,179,310
    Accounts payable and other liabilities                                           38,066,173             47,981,987
    Tenants' security and escrow deposits                                             8,019,289              7,566,967
                                                                                 ---------------        ---------------
           Total liabilities                                                      1,194,819,006          1,016,515,471
                                                                                 ---------------        ---------------

Limited partners' interest in consolidated partnerships                               6,386,271             11,108,994
                                                                                 ---------------        ---------------
Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at September 30, 2000 and December 31, 1999              78,800,000             78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at September 30, 2000 and December 31, 1999              82,799,720             82,799,720
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at September 30, 2000 and December 31, 1999              73,058,577             73,058,577
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at September 30, 2000 and December 31, 1999              49,157,977             49,157,977
Series E  preferred units, par value $100: 700,000 units
     issued and outstanding at September 30, 2000                                    68,221,978                      -
Series F  preferred units, par value $100: 240,000 units
     issued and outstanding at September 30, 2000                                    23,400,000                      -
General partner; 55,525,424 and 55,535,928 units outstanding
     at September 30, 2000 and December 31, 1999                                  1,162,273,135          1,179,400,122
Limited partners; 1,470,682 and 1,863,604 units outstanding
     at September 30, 2000 and December 31, 1999                                     30,712,261             39,868,593
                                                                                 ---------------        ---------------
          Total partners' capital                                                 1,568,423,648          1,503,084,989
                                                                                 ---------------        ---------------
Commitments and contingencies
                                                                               $  2,769,628,925          2,530,709,454
                                                                                 ===============        ===============

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>

                            REGENCY CENTERS, L.P.
                    Consolidated Statements of Operations
           For the Three Months ended September 30, 2000 and 1999
                                 (unaudited)
<TABLE>
<CAPTION>
                                                                                      2000                   1999
                                                                                      ----                   ----
<S>                                                                            <C>                      <C>
Revenues:
    Minimum rent                                                               $     61,836,311             55,853,324
    Percentage rent                                                                     312,048                285,074
    Recoveries from tenants                                                          17,197,337             13,870,288
    Service operations revenue                                                        6,021,017              4,014,664
    Equity in income of investments in
       real estate partnerships                                                       2,804,787              1,218,075
                                                                                 ---------------        ---------------
          Total revenues                                                             88,171,500             75,241,425
                                                                                 ---------------        ---------------
Operating expenses:
    Depreciation and amortization                                                    13,702,244             12,184,080
    Operating and maintenance                                                        11,283,875             10,019,568
    General and administrative                                                        4,996,685              4,795,323
    Real estate taxes                                                                 8,623,109              7,440,862
    Other expenses                                                                      830,000                375,000
                                                                                 ---------------        ---------------
          Total operating expenses                                                   39,435,913             34,814,833
                                                                                 ---------------        ---------------
Interest expense (income):
    Interest expense                                                                 17,356,132             14,672,670
    Interest income                                                                  (1,144,983)              (479,652)
                                                                                 ---------------        ---------------
          Net interest expense                                                       16,211,149             14,193,018
                                                                                 ---------------        ---------------
           Income before minority interests, gain and
            provision on real estate investments                                     32,524,438             26,233,574
                                                                                 ---------------        ---------------

Gain on sale of operating properties                                                          -                      -
Minority interest of limited partners                                                  (186,203)                83,702
                                                                                 ---------------        ---------------

    Net income                                                                       32,338,235             26,317,276

Preferred unit distributions                                                         (7,977,919)            (2,334,376)
                                                                                 ---------------        ---------------
          Net income for common unitholders                                    $     24,360,316             23,982,900
                                                                                 ===============        ===============
Net income per common unit:

          Basic                                                                $           0.43                   0.40
                                                                                 ===============        ===============
          Diluted                                                              $           0.43                   0.40
                                                                                 ===============        ===============

</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>

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

<TABLE>
<CAPTION>

                                                                                      2000                   1999
                                                                                      ----                   ----
<S>                                                                            <C>                      <C>
Revenues:
    Minimum rent                                                               $    178,625,353            146,693,434
    Percentage rent                                                                   1,320,012              1,068,779
    Recoveries from tenants                                                          48,641,418             36,706,100
    Service operations revenue                                                       15,387,761              9,755,287
    Equity in income of investments in
       real estate partnerships                                                       2,865,450              3,354,278
                                                                                 ---------------        ---------------
          Total revenues                                                            246,839,994            197,577,878
                                                                                 ---------------        ---------------
Operating expenses:
    Depreciation and amortization                                                    40,117,111             32,151,239
    Operating and maintenance                                                        31,018,696             25,486,950
    General and administrative                                                       13,253,951             13,576,216
    Real estate taxes                                                                24,160,988             18,888,961
    Other expenses                                                                    1,749,715                900,000
                                                                                 ---------------        ---------------
          Total operating expenses                                                  110,300,461             91,003,366
                                                                                 ---------------        ---------------
Interest expense (income):
    Interest expense                                                                 49,316,059             40,519,525
    Interest income                                                                  (2,776,206)            (1,572,470)
                                                                                 ---------------        ---------------
          Net interest expense                                                       46,539,853             38,947,055
                                                                                 ---------------        ---------------
           Income before minority interests, gain and
            provision on real estate investments                                     89,999,680             67,627,457
                                                                                 ---------------        ---------------

Gain on sale of operating properties                                                     18,310                      -
Provison for loss on operating properties held for sale                              (6,909,625)                     -
Minority interest of limited partners                                                  (666,517)              (663,331)
                                                                                 ---------------        ---------------

Net income                                                                           82,441,848             66,964,126

Preferred unit distributions                                                        (21,232,432)            (5,584,378)
                                                                                 ---------------        ---------------
          Net income for common unitholders                                    $     61,209,416             61,379,748
                                                                                 ===============        ===============
Net income per common unit:

          Basic                                                                $           1.06                   1.15
                                                                                 ===============        ===============
          Diluted                                                              $           1.06                   1.15
                                                                                 ===============        ===============

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>








                                     REGENCY CENTERS, L.P.
                          Consolidated Statement of Changes in Capital
                          For the Nine Months Ended September 30, 2000
                                        (unaudited)

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

Net income                                            21,232,432          59,361,322            1,848,094            82,441,848
Proceeds from the issuance of
  preferred units, net                                91,621,978                   -                    -            91,621,978
Cash distributions for dividends                                         (83,844,867)          (2,539,871)          (86,384,738)
Preferred unit distribution                          (21,232,432)                  -                    -           (21,232,432)
Purchase of Regency stock and
  corresponding units                                          -         (11,088,419)                   -           (11,088,419)
Other contributions, net                                       -           6,135,479                    -             6,135,479
Units issued for acquisition
  of real estate or investments in
  real estate partnerships                                     -              88,924            1,632,020             1,720,944
Units converted for cash                                                                       (1,396,946)           (1,396,946)
Units issued as a result of common
  stock issued by Regency                                      -           3,520,945                    -             3,520,945
Units exchanged for common
  stock of Regency                                             -           9,274,877           (9,274,877)                    -
Reallocation of limited partners interest                      -            (575,248)             575,248                     -
                                                 ----------------   -----------------   ------------------   -------------------
Balance September 30, 2000                 $         375,438,252       1,162,273,135           30,712,261         1,568,423,648
                                                 ================   =================   ==================   ===================

</TABLE>



<PAGE>

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

<TABLE>
<CAPTION>

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

    Net income                                                                  $      82,441,848               66,964,126
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                                40,117,111               32,151,239
          Deferred financing cost and debt premium amortization                           229,756                   31,379
          Services provided by Regency in exchange for units                            3,498,469                2,036,322
          Minority interest of limited partners                                           666,517                  663,331
          Equity in income of investments in real estate partnerships                  (2,865,450)              (3,354,278)
          Gain on sale of operating properties                                            (18,310)                       -
          Provision for loss on operating properties held for sale                      6,909,625                        -
          Changes in assets and liabilities:
              Tenant receivables                                                        4,224,506              (10,546,128)
              Deferred costs                                                           (4,628,009)              (3,059,125)
              Other assets                                                             (1,431,084)                 559,800
              Tenants' security and escrow deposits                                       304,610                  698,441
              Accounts payable and other liabilities                                  (10,271,714)               5,679,389
                                                                                  ----------------         ----------------
                 Net cash provided by operating activities                            119,177,875               91,824,496
                                                                                  ----------------         ----------------
   Cash flows from investing activities:

     Acquisition and development of real estate, net                                 (238,288,025)            (143,384,452)
     Acquisition of Pacific, net of cash acquired                                               -               (9,046,230)
     Acquisition of partners' interest in investments in real estate
        partnerships, net of cash acquired                                             (1,402,371)                       -
     Investment in real estate partnerships                                           (49,515,795)             (23,714,109)
     Capital improvements                                                             (11,098,401)              (9,290,763)
     Proceeds from sale of operating properties                                         7,491,870                        -
     Repayment of notes receivable                                                     15,673,125                        -
     Distributions received from investments in real estate partnership                         -                  704,474
                                                                                  ----------------         ----------------
                 Net cash used in investing activities                               (277,139,597)            (184,731,080)
                                                                                  ----------------         ----------------
    Cash flows from financing activities:

     Cash contributions from the issuance of Regency stock
         and exchangeable partnership units                                                22,476                  105,809
     Repurchase of Regency stock and corresponding units                              (11,088,419)                       -
     Purchase of limited partner's interest  in consolidated partnership               (2,527,264)                       -
     Redemption of partnership units                                                   (1,396,946)              (1,377,523)
     Net distributions to limited partners in consolidated partnerships                (2,861,975)                (940,763)
     Distributions to preferred unit holders                                          (21,232,432)              (5,584,378)
     Cash distributions for dividends                                                 (86,384,738)             (71,906,428)
     Other contributions (distributions), net                                           6,135,479               (2,598,880)
     Net proceeds from from fixed rate unsecured loans                                149,728,500              249,845,300
     Net proceeds from issuance of preferred units                                     91,621,978              205,250,000
     Proceeds (repayment) of unsecured line of credit, net                             57,820,690             (245,051,875)
     Proceeds from mortgage loans                                                       8,118,953                2,555,836
     Repayment of mortgage loans                                                      (40,881,096)             (24,428,472)
     Scheduled principal payments                                                      (4,785,445)              (4,308,910)
     Deferred financing costs                                                          (2,681,766)              (4,346,828)
                                                                                  ----------------         ----------------
                 Net cash provided by financing activities                            139,607,995               97,212,888
                                                                                  ----------------         ----------------

                 Net (decrease) increase in cash and cash equivalents                 (18,353,727)               4,306,304

Cash and cash equivalents at beginning of period                                       50,964,920               15,536,926
                                                                                  ----------------         ----------------
Cash and cash equivalents at end of period                                      $      32,611,193               19,843,230
                                                                                  ================         ================

</TABLE>



<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       2000                     1999
                                                                                       ----                     ----
<S>                                                                            <C>                         <C>
Supplemental  disclosure of cash flow  information - cash paid for
   interest (net of capitalized interest of approximately
   $8,873,000 and $7,485,000  in 2000 and 1999, respectively)                  $       56,602,340               40,939,225
                                                                                  ================         ================
Supplemental disclosure of non-cash transactions:
   Mortgage loans assumed for the acquisition of Pacific and real estate       $       19,947,565              411,184,783
                                                                                  ================         ================
Exchangeable operating partnership units and common stock
   issued for investments in real estate partnerships                          $          329,948                1,949,020
                                                                                  ================         ================
Exchangeable operating partnership units and common stock
   issued for the acquisition of partners' interest in investments
   in real estate partnerships                                                 $        1,287,111                        -
                                                                                  ================         ================
Exchangeable operating partnership units, preferred and common
   stock issued for the acquisition of Pacific and real estate                 $          103,885              790,822,490
                                                                                  ================         ================
Other liabilities assumed to acquire Pacific                                   $                -               13,897,643
                                                                                  ================         ================
Notes receivable taken in connection with sales of development
  properties                                                                   $       37,962,720                        -
                                                                                  ================         ================

</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>


                        REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                          September 30, 2000

                            (unaudited)

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

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

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

              The Partnership's ownership interests are represented by Units, of
              which there are six series of preferred Units,  common Units owned
              by the limited  partners and common  Units owned by Regency.  Each
              outstanding   common   Unit   owned  by  a  limited   partner   is
              exchangeable,  on a one share per one Unit  basis,  for the common
              stock of Regency or for cash at Regency's election.

              The accompanying  consolidated  financial  statements  include the
              accounts of the Partnership,  its wholly owned  subsidiaries,  and
              its majority owned or controlled  subsidiaries  and  partnerships.
              All significant  intercompany  balances and transactions have been
              eliminated in the consolidated financial statements.

              The financial  statements  reflect all adjustments  which are of a
              normal  recurring  nature,  and in the opinion of management,  are
              necessary  to  properly   state  the  results  of  operations  and
              financial position.  Certain information and footnote  disclosures
              normally included in financial  statements  prepared in accordance
              with generally accepted accounting  principles have been condensed
              or omitted although  management  believes that the disclosures are
              adequate to make the  information  presented not  misleading.  The
              financial  statements  should  be read  in  conjunction  with  the
              financial   statements   and  notes   thereto   included   in  the
              Partnership's   December   31,  1999  Form  10-K  filed  with  the
              Securities and Exchange Commission.

       (b)    Investments in Real Estate Partnerships

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

       (c)    Reclassifications

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



<PAGE>

                            REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                  (unaudited)

2.     Acquisition and Development of Shopping Centers

       On August 3, 2000, the Partnership  acquired the non-owned portion of two
       properties in one joint venture for $2.5 million in cash.  The net assets
       of  the  joint  venture  were  and  continue  to be  consolidated  by the
       Partnership.  Prior to acquiring the non-owned portion, the joint venture
       partner's  interest  was  reflected  as  limited  partners'  interest  in
       consolidated partnerships in the Partnership's financial statements.

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

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

3.     Operating Properties Held for Sale

       Operating properties held for sale include properties held for investment
       that no longer fit the  Company's  long-term  investment  strategies  and
       properties   acquired  or  developed  with  the  intent  to  sell.  These
       properties  are  carried  at the  lower  of cost or fair  value  less the
       estimated  cost to sell.  Depreciation  and  amortization  are  suspended
       during  the  period  held  for  sale.  During  the  second  quarter,  the
       Partnership  recorded a provision for loss on operating  properties  held
       for sale of $6.9 million.

4.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating  and  developing  Partnership  owned  retail  shopping  centers
       (Retail segment), and 2) providing services including property management
       and  commissions  earned  from third  parties,  and  development  related
       profits and fees  earned from the sales of shopping  centers and build to
       suit  properties  to third  parties  (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.


<PAGE>


                             REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                 (unaudited)

4.     Segments

       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 nine month periods
       ended  September  30,  2000  and  1999.  Assets  not  attributable  to  a
       particular segment consist primarily of cash and deferred costs.
<TABLE>
<CAPTION>

                                                                                2000               1999
                                                                                ----               ----
       <S>                                                             <C>                    <C>
       Revenues:
         Retail segment                                                $       231,452,233         187,822,591
         Service operations segment                                             15,387,761           9,755,287
                                                                          -----------------   ----------------
            Total revenues                                             $       246,839,994         197,577,878
                                                                          =================   =================

       Funds from Operations:
         Retail segment net operating income                           $       176,290,860         143,446,678
         Service operations segment income                                      15,387,761           9,755,287
         Adjustments to calculate diluted FFO:
           Interest expense                                                    (49,316,059)        (40,519,525)
           Interest income                                                       2,776,206           1,572,470
           General and administrative and other                                (15,003,666)        (14,476,216)
           Non-real estate depreciation                                           (970,908)           (661,600)
           Minority interests of limited partners                                 (666,517)           (663,331)
           Minority interests in depreciation
            and amortization                                                      (411,774)           (433,578)
           Share of joint venture depreciation
            and amortization                                                     1,102,167             461,768
           Distributions on preferred units                                    (21,232,432)         (5,584,378)
                                                                          -----------------   -----------------
             Funds from Operations - diluted                                   107,955,638          92,897,575
                                                                          -----------------   -----------------

         Reconciliation to net income for common unitholders:
           Real estate related depreciation
             and amortization                                                 (39,164,513)        (31,489,637)
           Minority interests in depreciation
            and amortization                                                      411,774             433,578
           Share of joint venture depreciation
            and amortization                                                   (1,102,167)           (461,768)
           Provision for loss on operating properties
             held for sale                                                     (6,909,625)                  -
           Gain on sale of operating properties                                    18,310                   -
                                                                          -----------------   -----------------
             Net income available for common unitholders               $       61,209,417          61,379,748
                                                                          =================   =================


                                                                                Sept. 30,           December 31,
       Assets (in thousands):                                                      2000                1999
       ----------------------                                                      ----                ----
         Retail segment                                                $         2,365,793           2,344,092
         Service operations segment                                                346,792             123,233
         Cash and other assets                                                      57,044              63,384
                                                                          -----------------   -----------------
           Total assets                                                $         2,769,629           2,530,709
                                                                          =================   =================
</TABLE>

<PAGE>



                                  REGENCY CENTERS, L.P.

                        Notes to Consolidated Financial Statements

                                   September 30, 2000

                                       (unaudited)


5.     Notes Payable and Unsecured Line of Credit

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

                                                                               2000               1999
                                                                               ----               ----
                <S>                                                   <C>                   <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        291,233            331,716
                    Variable rate mortgage loans                                32,438             11,376
                    Fixed rate unsecured loans                                 520,063            370,696
                                                                         --------------     --------------
                          Total notes payable                                  843,734            713,788
                Unsecured line of credit                                       305,000            247,179
                                                                         --------------     --------------
                         Total                                        $      1,148,734            960,967
                                                                         ==============     ==============
</TABLE>


       On August 29, 2000 the  Partnership  completed a $150  million  unsecured
       debt offering  with an interest  rate of 8.45%.  The notes were priced at
       99.819%, are due on  September 1, 2010 and are guaranteed by the Company.
       The  net  proceeds  of the offering were used to reduce the balance of
       the unsecured  line of credit (the "Line").

       During  July,  2000,  the  Partnership  modified the terms of its Line by
       reducing the commitment to $625 million.  The Line matures in March 2002,
       but may be extended annually for one-year  periods.  Borrowings under the
       Line bear  interest  at a  variable  rate based on LIBOR plus a 1% spread
       (7.625% at  September  30, 2000)  compared to LIBOR plus a 1.075%  spread
       (6.5125%  at  September  30,  1999),  and is  dependent  on  the  Company
       maintaining its investment  grade rating.  The Partnership is required to
       comply and is in compliance  with certain  financial and other  covenants
       customary  with  this  type  of  unsecured  financing.  The  Line is used
       primarily to finance the acquisition and development of real estate,  but
       is also available for general working capital purposes.

       On April 15, 1999,  the  Partnership  completed a $250 million  unsecured
       debt offering in two tranches.  The Partnership  issued $200 million 7.4%
       notes due  April 1,  2004,  priced at  99.922%  to yield  7.42%,  and $50
       million 7.75% notes due April 1, 2009,  priced at 100%, each guaranteed
       by the Company.  The net proceeds of the offering were used to reduce the
       balance of the Line.



<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                   (unaudited)


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

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

                                                                   Scheduled
           Scheduled Payments by Year                              Principal      Term Loan         Total
                                                                    Payments      Maturities       Payments
                                                                  ____________   ____________     ____________
              <S>                                         <C>                  <C>            <C>

              2000                                        $           1,462          5,985            7,447
              2001                                                    5,631         69,445           75,076
              2002 (includes the Line)                                4,955        349,094          354,049
              2003                                                    4,946         13,302           18,248
              2004                                                    5,342        199,890          205,232
              Beyond 5 Years                                         36,604        441,782          478,386
              Net unamortized debt premiums                               -         10,296           10,296
                                                               --------------- -------------- ----------------
                                                          $          58,940      1,089,794        1,148,734
    Total                                                      =============== ============== ================

</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of  $14.9   million  at  September  30,  2000,   and  the   Partnership's
       proportionate share of these loans was $6.2 million.

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


<PAGE>


                               REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                   (unaudited)



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

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

       The following represent equity transactions  initiated by Regency and the
       Partnership.

       On September 8, 2000, the Partnership  issued $24 million of 8.75% Series
       F Cumulative  Redeemable  Preferred Units ("Series F Preferred Units") to
       an institutional  investor in a private placement.  The issuance involved
       the sale of 240,000  Series F Preferred  Units for $100.00 per unit.  The
       Series F Preferred  Units,  which may be called by the Partnership at par
       on or after  September  8, 2005,  have no stated  maturity  or  mandatory
       redemption,  and pay a  cumulative,  quarterly  dividend at an annualized
       rate of  8.75%.  At any  time  after  September  8,  2010,  the  Series F
       Preferred  Units may be exchanged for shares of 8.75% Series F Cumulative
       Redeemable Preferred Stock ("Series F Preferred Stock") of the Company at
       an exchange rate of one share of Series F Preferred  Stock for one Series
       F Preferred  Unit.  The Series F  Preferred  Units and Series F Preferred
       Stock are not  convertible  into  common  stock of the  Company.  The net
       proceeds of the offering were used to reduce the Line.

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

       During  1999,  the  Board  of  Directors  authorized  the  repurchase  of
       approximately  $65.0 million of the Company's  outstanding shares through
       periodic open market transactions or privately  negotiated  transactions.
       The Company  completed the program by purchasing  3.25 million  shares in
       the first quarter of 2000.



<PAGE>

                               REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                    (unaudited)


7.     Earnings Per Unit

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

                                                                          2000          1999
                                                                          ----          ----
       <S>                                                          <C>               <C>
       Basic Earnings Per Unit (EPU) Calculation:
       -----------------------------------------
       Weighted average units outstanding                                   55,490         58,568
                                                                       ============   ============

       Net income for common unitholders                            $       24,360         23,983
       Less:  dividends paid on Series 1 and Series 2
         Preferred stock                                                      (699)          (677)
                                                                       ------------   ------------
       Net income for Basic and Diluted EPU                         $       23,661         23,306
                                                                       ============   ============

       Basic EPU                                                    $          .43            .40
                                                                       ============   ============

       Diluted Earnings Per Unit (EPU) Calculation:
       --------------------------------------------
       Weighted average units outstanding for
          Basic EPU                                                         55,490         58,568
       Incremental units to be issued under common
         stock options using the Treasury method                               103              5
                                                                       ------------   ------------
            Total diluted units                                             55,593         58,573
                                                                       ============   ============

       Diluted EPU                                                  $          .43            .40
                                                                       ============   ============
</TABLE>


         The Series 1 and Series 2  Preferred  stock  dividends  of Regency  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  1  and  Series  2
         Preferred  stock  dividends  are  deemed  to  be  preferential  to  the
         distributions made to common unitholders.


<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                               September 30, 2000

                                  (unaudited)



7.     Earnings Per Unit (continued)

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


                                                                          2000          1999
                                                                          ----          ----
   <S>                                                           <C>                <C>
       Basic Earnings Per Unit (EPU) Calculation:
       -----------------------------------------
       Weighted average units outstanding                                 55,517         50,686
                                                                     ============   ============

       Net income for common unitholders                         $        61,209         61,380
       Less:  dividends paid on Class B common stock
          Series 1 and Series 2 Preferred stock                           (2,098)        (2,987)
                                                                     ------------   ------------
       Net income for Basic and Diluted EPU                      $        59,111         58,393
                                                                     ============   ============

       Basic EPU                                                 $          1.06           1.15
                                                                     ============   ============
       Diluted Earnings Per Unit (EPU) Calculation:
       -------------------------------------------
       Weighted average units outstanding for
          Basic EPU                                                       55,517         50,686
       Incremental units to be issued under common
         stock options using the Treasury method                              45              4
                                                                     ------------   ------------
            Total diluted units                                           55,562         50,690
                                                                     ============   ============

       Diluted EPU                                                $         1.06           1.15
                                                                     ============   ============
</TABLE>



         The Class B common stock dividends for 1999 are deducted from income in
         computing  earnings per unit since the proceeds of this  offering  were
         transferred  to and  reinvested by the  Partnership.  In addition,  the
         Series 1 and Series 2 Preferred  stock dividends are also deducted from
         net income in computing earnings per unit since the properties acquired
         with  these  preferred  shares  were  contributed  to the  Partnership.
         Accordingly,  the  payment  of Class B  common,  Series 1 and  Series 2
         Preferred  stock  dividends  are  deemed  to  be  preferential  to  the
         distributions made to common unitholders.
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated  Financial  Statements and Notes thereto of Regency  Centers,  L.P.
appearing elsewhere within.

Organization

Regency Realty  Corporation  ("Regency" or "Company") is a qualified real estate
investment trust ("REIT") which began operations in 1993. The Company invests in
real  estate  primarily  through  its  general  partnership  interest in Regency
Centers, L.P., ("RCLP" or "Partnership"),  an operating partnership in which the
Company currently owns  approximately 97% of the outstanding  common partnership
units ("Units").  Of the 235 properties  included in the Company's  portfolio at
September  30,  2000,  217  properties  were owned  either fee simple or through
partnership interests by the Partnership. At September 30, 2000, the Company had
an investment in real estate of approximately $2.9 billion of which $2.8 billion
was owned by the Partnership.

Shopping Center Business

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

<TABLE>
<CAPTION>
                                       September 30, 2000                             December 31, 1999
                                       ------------------                             -----------------

   Location               # Properties       GLA        % Leased *     # Properties        GLA          % Leased *
   --------               ------------    --------      -----------    ------------     ------------   -----------
   <S>                    <C>           <C>             <C>             <C>           <C>            <C>

   Florida                    43         5,148,915           93.1%             39       4,859,031         93.7%
   California                 38         4,661,349           97.9%             36       3,858,628         98.2%
   Texas                      32         4,089,891           94.3%             29       3,849,549         94.2%
   Georgia                    25         2,551,943           94.8%             25       2,539,556         91.8%
   Ohio                       12         1,706,295           97.4%             13       1,822,854         98.1%
   North Carolina             13         1,302,751           98.0%             12       1,241,639         97.9%
   Washington                 10         1,180,009           98.7%              9       1,066,962         98.1%
   Colorado                   10           897,788           98.7%             10         903,502         98.0%
   Oregon                      8           738,460           94.3%              7         616,070         94.2%
   Arizona                     6           454,574           99.6%              2         326,984         99.7%
   Tennessee                   4           423,326           99.6%              3         271,697         98.9%
   Missouri                    2           369,045           95.8%              1          82,498         95.8%
   Kentucky                    2           304,347           90.7%              2         305,307         91.8%
   Virginia                    3           297,965           95.1%              2         197,324         96.1%
   Michigan                    3           251,212           94.7%              3         250,655         98.7%
   Delaware                    1           228,169           98.6%              1         232,754         96.3%
   Illinois                    1           178,601           86.4%              1         178,600         85.9%
   South Carolina              2           162,056           98.2%              2         162,056         98.8%
   New Jersey                  1            88,867              -               -               -            -
   Wyoming                     1            87,771              -               1          75,000            -
                          -----------   -------------   -------------   -----------   -------------  -----------
       Total                 217        25,123,334           95.7%            198      22,840,666         95.5%
                          ===========   =============   =============   ===========   =============  ===========
</TABLE>

          *  Excludes properties under construction

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

<PAGE>

The  following  table  summarizes  the four largest  grocery  tenants  (based on
annualized base rent) occupying the Partnership's  shopping centers at September
30, 2000:
<TABLE>
<CAPTION>

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

          Kroger                    57            13.2%              11.8%               16 yrs
          Safeway                   41             5.9%               5.2%               12 yrs
          Publix                    37             6.8%               4.8%               13 yrs
          Albertsons                18             2.8%               2.4%               13 yrs

         *  Includes grocery owned stores
</TABLE>

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

Acquisition and Development of Shopping Centers

The  Partnership  has  implemented  a growth  strategy  dedicated to  developing
high-quality  shopping  centers and build to suit  properties.  This development
process  can  require  12  to 36  months  from  initial  land  or  redevelopment
acquisition  through  construction  and leaseup and finally  stabilized  income,
depending  upon the size and type of project.  Generally,  anchor  tenants begin
operating  their stores prior to  construction  completion of the entire center,
resulting in rental income during the development  phase. At September 30, 2000,
the  Partnership  had  57  projects  under   construction  or  undergoing  major
renovations, which when complete will represent an investment of $598.9 million.
Total cost  necessary to complete these  developments  is estimated to be $240.0
million and will be expended through 2001. These  developments are approximately
63% complete and 70% leased.

On August 3,  2000,  the  Partnership  acquired  the  non-owned  portion  of two
properties in one joint venture for $2.5 million in cash.  The net assets of the
joint venture were and continue to be consolidated by the Partnership.  Prior to
acquiring  the  non-owned  portion,  the joint  venture  partner's  interest was
reflected as limited  partners'  interest in  consolidated  partnerships  in the
Partnership's financial statements.

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

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

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to share and unit  holders.  Net cash  provided by
operating  activities  was $119.2  million and $91.8 million for the nine months
ended  September  30,  2000 and 1999,  respectively.  The  Partnership  incurred
recurring and non-recurring  capital  expenditures  (non-recurring  expenditures
pertain to immediate building improvements on new acquisitions and anchor tenant
improvements  on new leases) of $11.1 million and $9.3 million,  during the nine
months ended September 30, 2000 and 1999,  respectively.  The  Partnership  paid
scheduled  principal  payments of $4.8 million and $4.3 million  during the nine
months ended September 30, 2000 and 1999,  respectively.  The  Partnership  paid
distributions  of $23.8 million and $7.9  million,  during the nine months ended
September  30,  2000  and  1999,  respectively,  to  its  common  and  preferred
unitholders.

Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  and  acquisition,
renovation and  development of shopping  centers from: (i) excess cash generated
from operating activities,  (ii) working capital reserves, (iii) additional debt
borrowings,  and (iv) additional equity raised in the public or private markets.
Net cash used in investing  activities  was $277.0  million and $184.7  million,
during  2000  and  1999,   respectively,   primarily  for  the  acquisition  and
development of shopping centers,  and build to suit projects.  Net cash provided
by financing  activities  was $139.6 and $97.2 million for the nine months ended
September 30, 2000 and 1999, respectively.
<PAGE>

During 1999, the Board of Directors  authorized the repurchase of  approximately
$65.0 million of the Company's  outstanding  shares through periodic open market
transactions or privately  negotiated  transactions.  The Company  completed the
program by purchasing 3.25 million shares in the first quarter of 2000.

The  Partnership's  outstanding debt at September 30, 2000 and December 31, 1999
consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                2000               1999
                                                                                ----               ----
                <S>                                                   <C>                   <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        291,233            331,716
                    Variable rate mortgage loans                                32,438             11,376
                    Fixed rate unsecured loans                                 520,063            370,696
                                                                         --------------     --------------
                          Total notes payable                                  843,734            713,788
                Unsecured line of credit                                       305,000            247,179
                                                                         --------------    --------------
                         Total                                        $      1,148,734            960,967
                                                                         ==============    ==============
</TABLE>

On  September  8, 2000,  the  Partnership  issued $24 million of 8.75%  Series F
Cumulative  Redeemable  Preferred  Units  ("Series  F  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
240,000  Series F Preferred  Units for $100.00 per unit.  The Series F Preferred
Units,  which may be called by the  Partnership at par on or after  September 8,
2005 have no stated  maturity or  mandatory  redemption,  and pay a  cumulative,
quarterly  dividend at an annualized  rate of 8.75%. At any time after September
8,  2010,  the Series F  Preferred  Units may be  exchanged  for shares of 8.75%
Series F Cumulative  Redeemable  Preferred Stock ("Series F Preferred Stock") of
the Company at an exchange rate of one share of Series F Preferred Stock for one
Series F Preferred  Unit.  The Series F  Preferred  Units and Series F Preferred
Stock are not convertible into common stock of the Company.  The net proceeds of
the offering were used to reduce the Line.

On August 29, 2000 the  Partnership  completed  a $150  million  unsecured  debt
offering  with an interest  rate of 8.45%.  The notes were priced at 99.819%,
are due on  September 1, 2010 and are guaranteed by the Company.  The net
proceeds of the  offering  were used to reduce the balance of the unsecured line
of credit (the "Line").

During July 2000, the Partnership modified the terms of its Line by reducing the
commitment  to $625 million and  extending  the term.  The Line matures in March
2002, but may be extended  annually for one-year  periods.  Borrowings under the
Line  bear  interest  at a  variable  rate  based on LIBOR  plus 1%  (7.625%  at
September 30, 2000) compared to LIBOR plus a 1.075% spread (6.5125% at September
30, 1999),  which is dependent on the Company  maintaining its investment  grade
rating.  The Partnership is required to comply and is in compliance with certain
financial and other covenants  customary with this type of unsecured  financing.
The Line is used primarily to finance the  acquisition  and  development of real
estate, but is also available for general working capital purposes.

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

On April 15,  1999,  the  Partnership  completed a $250 million  unsecured  debt
offering in two  tranches.  The  Partnership  issued $200 million 7.4% notes due
April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due
April 1, 2009,  priced at 100%, each guaranteed by the Company.  The net
proceeds of the  offering  were used to reduce the balance of the Line.
<PAGE>

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

                                                                    Scheduled
                                                                    Principal     Term Loan          Total
              Scheduled Payments by Year                            Payments      Maturities       Payments
              --------------------------                           ----------    ------------     -----------
              <S>                                         <C>                <C>              <C>
              2000                                        $           1,462          5,985            7,447
              2001                                                    5,631         69,445           75,076
              2002 (includes the Line)                                4,955        349,094          354,049
              2003                                                    4,946         13,302           18,248
              2004                                                    5,342        199,890          205,232
              Beyond 5 Years                                         36,604        441,782          478,386
              Net unamortized debt premiums                               -         10,296           10,296
                                                              --------------- --------------  ---------------
                Total                                     $          58,940      1,089,794        1,148,734
                                                              =============== ==============  ===============
</TABLE>

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$14.9 million at September 30, 2000, and the Partnership's  proportionate  share
of these loans was $6.2 million.

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

The Partnership  intends to continue to acquire and develop shopping centers and
expects to meet the related  capital  requirements  from borrowings on the Line.
The  Partnership  expects  to repay the Line  from time to time from  additional
public  and  private  equity  or  debt  offerings,  such as  those  transactions
previously  completed.  Because such acquisition and development  activities are
discretionary  in nature,  they are not  expected  to burden  the  Partnership's
capital  resources   currently   available  for  liquidity   requirements.   The
Partnership expects that cash provided by operating  activities,  unused amounts
available  under the Line,  and cash  reserves  are  adequate to meet  liquidity
requirements and costs necessary to complete properties in development.

Results from Operations

Comparison of the nine months ended September 30, 2000 to 1999

Revenues  increased  $49.3  million  or 24.9% to  $246.8  million  in 2000.  The
increase was due to the Pacific acquisition, revenues from new developments that
began  operating  after  September 30, 1999,  and from same  property  growth in
rental rates and occupancy  increases.  Minimum rent increased  $31.9 million or
21.8%,  and  recoveries  from  tenants  increased  $11.9  million  or 32.5%.  At
September 30, 2000,  the  Partnership  was operating or developing  217 shopping
centers of which 169 centers were considered stabilized and 95.7% leased.

Service  operations  revenue  includes fees earned as part of the  Partnership's
service  operations  segment and includes  property  management and  commissions
earned from third parties,  and development related profits and fees earned from
the sales of shopping  centers and build to suit  properties  to third  parties.
Service  operations  revenue increased by $5.6 million to $15.4 million in 2000,
or  57.7%.  The  increase  was  primarily  due to a  $8.1  million  increase  in
development  related  profits and fees,  offset by a $2.5  million  reduction in
property management fees.

Operating  expenses  increased $19.3 million or 21.2% to $110.3 million in 2000.
Combined operating and maintenance and real estate taxes increased $10.8 million
or 24.4%  during  2000 to $55.2  million  The  increase  was due to the  Pacific
acquisition,  expenses  incurred by new developments  that began operating after
September 30, 1999, and general increases in costs on the stabilized properties.
General and  administrative  expenses were $13.3  million  during 2000 vs. $13.6
million in 1999 or 2.4% lower as a result of increased  capitalization of direct
costs incurred during 2000 related to development  activities.  Depreciation and
amortization  increased $8.0 million  during 2000 or 24.8%  primarily due to the
Pacific  acquisition and  developments  that began operating after September 30,
1999.

     Operating  properties held for sale include  properties held for investment
that no longer fit the Company's long-term investment  strategies and properties
acquired or developed with the intent to sell.  These  properties are carried at
the lower of cost or fair value less the  estimated  cost to sell.  Depreciation
and  amortization  are  suspended  during the period  held for sale.  During the
second  quarter,  the  Partnership  recorded a provision  for loss on  operating
properties held for sale of $6.9 million.

<PAGE>

Interest expense  increased to $49.3 million in 2000 from $40.5 million in 1999,
or 21.7%. The increase was due to higher LIBOR rates, higher average balances on
the Line,  the  assumption of $402.6  million of debt of Pacific,  the financing
cost of new developments  that began operating after September 30, 1999, and the
higher fixed interest rate of the $250 million debt offering completed in April,
1999.

Preferred  unit  distributions  increased  $15.6 million to $21.2 million during
2000 as a result  of the  preferred  units  issued  in 1999 and  2000.  Weighted
average fixed rates of the preferred  units were 8.72% at September 30, 2000 vs.
8.71% at September 30, 1999.

     Net income for common  unit  holders  was $61.2  million in 2000 vs.  $61.4
million in 1999, a $170,000 or .3% decrease  primarily a result of the provision
for  loss on  operating  properties  held  for sale  and the  other  reasons  as
described above. Diluted earnings per unit in 2000 was $1.06 vs. $1.15 in 1999 a
result  of the  increased  weighted  average  units  in 2000  issued  in 1999 in
connection  with the  acquisition of Pacific and the reduction in net income for
common unitholders related to the increase in preferred unit distributions.

Comparison of the three months ended September 30, 2000 to 1999

Revenues increased $12.9 million or 17.2% to $88.2 million in 2000. Minimum rent
increased  $6.0 million or 10.7%,  and  recoveries  from tenants  increased $3.3
million or 24%.  The  increase was due to revenues  from new  developments  that
began  operating  after  September 30, 1999,  and from same  property  growth in
rental rates and occupancy increases as described in the nine month comparison.

Service  operations  revenue  includes fees earned as part of the  Partnership's
service  operations  segment and includes  property  management and  commissions
earned from third parties,  and development related profits and fees earned from
the sales of shopping  centers and build to suit  properties  to third  parties.
Service operations revenue increased by $2.0 million to $6.0 million in 2000, or
50%. The increase was  primarily due to a $2.6 million  increase in  development
related profits and fees, offset by a $600,000 reduction in property  management
fees.

Operating  expenses  increased  $4.6 million or 13.3% to $39.4  million in 2000.
Combined  operating and maintenance and real estate taxes increased $2.4 million
or 14% during 2000 to $19.9 million.  The increase was due primarily to expenses
incurred by new  developments  that began operating after September 30, 1999 and
general increases in operating costs on the stabilized  properties.  General and
administrative  expenses  were $5.0  million  in 2000 vs.  $4.8  million or 4.2%
increase.  Depreciation and  amortization  increased $1.5 million during 2000 or
12.5% primarily related to developments that began operating after September 30,
1999.

Interest  expense  increased to $17.4 million in 2000 from $14.7 million in 1999
or 18.3%. The increase was due to higher LIBOR rates, higher average balances on
the Line, and the financing cost of new developments  that began operating after
September 30, 1999.

Preferred unit distributions  increased $5.6 million to $8.0 million during 2000
as a result of the  preferred  units issued in 1999 and 2000.  Weighted  average
fixed rates of the preferred units were 8.72% at September 30, 2000 vs. 8.71% at
September 30, 1999.

Net income for common unit holders was $24.4  million in 2000 vs. $24.0  million
in 1999,  a  $400,000  or 1.6%  increase  primarily  a result of the  reasons as
described above.  Diluted earnings per unit in 2000 was $.43 vs. $.40 in 1999, a
result of the decrease in the weighted  average  number of units  outstanding in
2000.

New Accounting Standards and Accounting Changes

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years  beginning  after  June  15,  2000.  FAS 133  establishes  accounting  and
reporting standards for derivative  instruments and hedging activities.  FAS 133
requires  entities to recognize all  derivatives as either assets or liabilities
in the balance sheet and measure those  instruments at fair value.  FAS 133 will
have no impact to the financial  statements as the Partnership has no derivative
instruments.
<PAGE>


Environmental Matters

The Partnership like others in the commercial real estate industry is subject to
numerous  environmental  laws and  regulations.  The  operation  of dry cleaning
plants at the  Partnership's  shopping  centers is its  principal  environmental
concern.  The  Partnership  believes  that the dry  cleaners  are  operating  in
accordance with current laws and  regulations and has established  procedures to
monitor their  operations.  The Partnership has approximately 39 properties that
will  require  or are  currently  undergoing  varying  levels  of  environmental
remediation.  These  remediations are not expected to have a material  financial
effect on the Company or the Partnership due to financial statement reserves and
various  state-regulated  programs  that shift the  responsibility  and cost for
remediation  to  the  state.  Based  on  information  presently  available,   no
additional  environmental  accruals were made and  management  believes that the
ultimate  disposition of currently known matters will not have a material effect
on  the  financial  position,   liquidity,  or  operations  of  the  Company  or
Partnership.

Inflation

Inflation has remained relatively low during 2000 and 1999 and has had a minimal
impact  on  the  operating  performance  of  the  shopping  centers,   although,
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 permit the  Partnership  to seek  increased
rents upon re-rental at market rates. Most of the  Partnership's  leases require
the  tenants to pay their share of  operating  expenses,  including  common area
maintenance,  real estate taxes,  insurance and utilities,  thereby reducing the
Partnership's  exposure to increases in costs and operating  expenses  resulting
from inflation.
<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
Line and long-term debt used to maintain liquidity and fund capital expenditures
and  expansion  of  the  Partnership's  real  estate  investment  portfolio  and
operations.  The  Partnership's  interest rate risk  management  objective is to
limit the impact of  interest  rate  changes on  earnings  and cash flows and to
lower its overall  borrowing  costs.  To achieve its objectives the  Partnership
borrows  primarily  at fixed  rates  and may  enter  into  derivative  financial
instruments  such as interest  rate swaps,  caps and treasury  locks in order to
mitigate  its  interest  rate  risk  on  a  related  financial  instrument.  The
Partnership has not been party to any market risk sensitive  instruments  during
the reporting  period ending  September 30, 2000 and does not plan to enter into
derivative or interest rate transactions for speculative purposes.

The Partnership'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
                                   2000        2001       2002        2003       2004    Thereafter     Total      Value
                                   ----        ----       ----        ----       ----    ----------     -----      -----
  <S>                              <C>       <C>        <C>          <C>       <C>         <C>         <C>        <C>
  Fixed rate debt                  7,413     42,671      49,049      18,248    205,232     478,387     801,000    811,296
  Avg. interest rate for all        7.93%      7.92%       7.86%       7.84%      8.02%       8.19%          -          -
  debt

  Variable rate LIBOR debt            33     32,405     305,000           -          -           -     337,438    337,438
  Avg. interest rate for all        7.60%      7.59%          -           -          -           -           -          -
  debt
</TABLE>
<PAGE>



As the table  incorporates  only those  exposures that exist as of September 30,
2000, it does not consider those  exposures or positions which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  the  Partnerships's  ultimate  realized  gain or loss with  respect  to
interest rate  fluctuations  will depend on the exposures  that arise during the
period, the Partnership's hedging strategies at that time, and interest rates.
<PAGE>

Part II

Item 2.  Changes in Securities and Use of Proceeds

         (c) See the third  paragraph  of Note 6 to the  Consolidated  Financial
         Statements of the Partnership included in Part I, which is incorporated
         herein by reference.

Item 6 Exhibits and Reports on Form 8-K:

(a)      Exhibits:

3.       Amendments 5 & 6 to Partnership Agreement

10.      Material Contracts

         Wells Fargo Second Amended and Restated Credit Agreement


27.1       Financial Data Schedule

(b)        Reports on Form 8-K.
           None



<PAGE>







                                    SIGNATURE

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

         Date:  November 13, 2000                   REGENCY CENTERS, L..P.



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