UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC   20549
                                    FORM 10-K
     
(X)      ANNUAL REPORT  PURSUANT TO SECTION 13 OR
         15(d) OF THE SECURITIES  EXCHANGE ACT OF
         1934 For the fiscal year ended  December
         31, 1998

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934
                 For the transition period from              to
                                               ------------

                       Commission File Number 333-63723-04

                             RRC ACQUISITIONS, INC.
             (Exact name of registrant as specified in its charter)

                    FLORIDA                                 59-3210155
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)                identification No.)

       121 West Forsyth Street, Suite 200              (904) 356-7000
       Jacksonville, Florida    32202              Registrant's telephone No.)
       (Address of principal executive offices)       (zip code)

    Securities  registered  pursuant to Section 12(b)of the Act:

                                      NONE
                                (Title of Class)

                                 Not Applicable
                     (Name of exchange on which registered)

 Securities registered pursuant to Section 12(g) of the Act:  None

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 and (2) has been subject to such filing requirements for
the past 90 days. YES ( ) NO (x )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein, and will not be contained,  to
the  best  of  Registrant's  knowledge,  in definitive proxy or information  
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.    (X)

     The Registrant is a wholly owned  subsidiary of Regency Realty Corporation.

                       Documents Incorporated by Reference
                                      None



<PAGE>



                                TABLE OF CONTENTS

                                   Form 10-K
Item
No.
Report Page

This filing  constitutes a special financial report pursuant to Rule 5d-2 of the
Securities  Exchange  Act of 1934.  This  report  contains  only  the  financial
statements of the  registrant  for 1998, the last full fiscal year preceding the
fiscal year in which the  registrant's  registration  statement on Form S-4 (No.
333-63723) became effective.

                                     PART IV

Item 14.    
Exhibits, Financial Statements, Schedules and Reports on Form 8-K..............1

     (a) Financial Statements and Financial Statement Schedules:

The financial  statements together with the report of KPMG LLP dated February 1,
1999, are listed on the index immediately  preceding the financial statements at
the end of this report.

     (b) Reports on Form 8-K: None

     (c) Exhibits:

         23.Consent of KPMG LLP

         27.Financial Data Table



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   RRC ACQUISITIONS, INC.

Date:    March 17, 1999        By:   /s/ Martin E. Stein, Jr.
                                     ------------------------
                                     Martin E Stein, Jr., Chairman of the Board
                                     and Chief Executive Officer

Date:    March 17, 1999        By:   /s/ Bruce M. Johnson
                                     --------------------
                                     Bruce M. Johnson, Managing Director and
                                     Principal Financial Officer

Date:    March 17, 1999        By:   /s/ J. Christian Leavitt
                                     ------------------------
                                    J. Christian Leavitt, Senior Vice President,
                                    Finance and Principal Accounting Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Date:    March 17, 1999               /s/ Martin E. Stein, Jr.
                                        ------------------------
                                     Martin E. Stein, Jr., Chairman of the Board
                                     and Chief Executive Officer

Date:    March 17, 1999              /s/ Mary Lou Rogers
                                      -------------------
                                    Mary Lou Rogers, President, Chief Operating
                                    Officer and Director

Date:    March 17, 1999             /s/ Thomas B. Allin
                                    -------------------
                                    Thomas B. Allin, Director


<PAGE>
                      Independent Auditors' Report




The Board of Directors of Regency Realty Corporation and
RRC Acquisitions, Inc.:

We have audited the accompanying balance sheets of RRC Acquisitions,  Inc. as of
December  31,  1998  and  1997,  and  the  related   statements  of  operations,
stockholder's  equity,  and cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of RRC Acquisitions,  Inc. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.





                                                 KPMG LLP






Jacksonville, Florida
February 28, 1999


<PAGE>
                     RRC ACQUISITIONS, INC.

                        Balance Sheets

                 December 31, 1998 and 1997


                                              1998                   1997
                                           ------------           ------------
                                     
Assets
Cash restricted for tenant's 
security deposits                         $      26,645                30,714
Property and buildings, at cost:
Land                                          3,866,500             3,866,500
Buildings and improvements                   14,172,640            14,019,614
                                           ------------          ------------
                                                                             
                                             18,039,140            17,886,114
Less accumulated depreciation                   447,889                86,841
                                           ------------          ------------
                                                                             
Net property and buildings                   17,591,251            17,799,273
                                           ------------          ------------
                                                                             

Land held for investment                        874,858                 --

Other assets:
Accounts receivable and other assets            340,758                93,413
Deferred leasing costs, less accumulated
amortization (note 3)                            50,688                 7,411
                                           ------------          ------------
                                     
Total other assets                              391,446               100,824
                                           -------------         ------------
                                     
                                        $    18,884,200            17,930,811
                                           ============          ============
                                     

Liabilities and Stockholder's Equity
Liabilities:
Accounts payable and other liabilities           282,948              188,264
Tenants' security deposits                        26,645               30,714
                                           -------------         ------------   
                                    
Total liabilities                                309,593              218,978
                                           -------------         ------------
                                    

Stockholder's equity:
Common stock $.01 par value per share:
10,000 shares authorized, issued and
 outstanding                                        100                   100
Additional paid in capital                   16,936,435            17,425,605
Retained earnings                             1,638,072               286,128
                                           ------------          ------------
                                   
Total stockholder's equity                   18,574,607            17,711,833
                                           ------------          ------------
                                   
                                             18,884,200            17,930,811
                                           ============          ============
                                   


See accompanying notes to financial statements.

<PAGE>
                          RRC ACQUISITIONS, INC.

                         Statements of Operations

                  Years ended December 31, 1998 and 1997

                                               1998                 1997
                                        -----------------  ---------------
                                       
                                                                          
Revenues:
Rental income (note 2)                      $  1,861,368           393,892
Tenant reimbursements and other income           550,990           113,528
                                        ----------------  ----------------
                                      
Total revenues                                 2,412,358           507,420
                                        ----------------  ----------------
                                      

Expenses:
Operating and maintenance (note 3)               178,663            25,875
Depreciation and amortization                    369,239            87,277
General and administrative                       188,849            44,082
Real estate taxes                                323,664            64,058
                                        ----------------  ----------------
                                      
Total expenses                                 1,060,415           221,292
                                        ----------------  ----------------
                                      
Net income                                 $   1,351,943           286,128
                                        ================   ===============
                                      


See accompanying notes to financial statements.

<PAGE>
      RRC ACQUISITIONS, INC.

    Statements of Stockholder's Equity

  Years ended December 31, 1998 and 1997



                                                    Additional;      Total
                                Common    Paid in       Retained   Stockholder's
                                Stock     Capital       Earnings     Equity
                               -------  ------------  -----------  ------------
                               

Balance at December 31, 1996     $ 100          --            --            100

Additional paid in capital          --   17,425,605           --     17,425,605

Net income                          --           --      286,128        286,128
                               -------  ------------  ------------  -----------
                               
Balance at December 31, 1997       100   17,425,605      286,128     17,711,833

Additional paid in capital
    (dividends), net                --   (1,364,027)         --      (1,364,027)

Contribution of land                --      874,858         --          874,858

Net income                          --           --    1,351,943      1,351,943
                               --------  ------------ -----------  ------------
                               

Balance at December 31, 1998     $  100  16,936,436    1,638,071     18,574,607
                               ========  ============  ===========  ===========
                               


See accompanying notes to financial statements.


<PAGE>

                        RRC ACQUISITIONS, INC.

                         Statements of Cash Flows

                  Years ended December 31, 1998 and 1997


                                                      1998           1997
                                                  -----------     -----------
                                                                              
Cash flows from operating activities:
Net income                                         $ 1,351,943       286,128
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                          369,239        87,277
Deferred costs                                         (51,468)       (7,847)
Changes in assets and liabilities:
Accounts receivable and other assets                  (247,345)      (86,907)
Accounts payable and other liabilities                  94,684       (40,263)
Cash restricted for tenants' security deposits           4,069             -
Tenants' security deposits                              (4,069)            -
                                                 --------------     ---------
                                                                               
Net cash provided by operating activities            1,517,053       238,388
                                                 --------------     ---------
                                                                                

Cash flows from investing activities - purchase
of and additions to property and buildings            (153,026)  (17,663,993)
                                                 --------------  ------------
                                                                                

Cash flows from financing activities-
additional paid in capital (dividends),
 net                                                (1,364,027)   17,425,605
                                                  --------------  -----------
                                                                               

Net change in cash                                           -             -
Cash at beginning of year                                    -             -
                                                 --------------  ------------
                                                                               

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

Supplemental disclosure of non-cash
 transactions:
Liabilities assumed in the acquisition of
property and buildings                           $           -       222,122
                                                 ============== =============
                                                                             
Land contributed recorded as a capital
contribution                                     $     874,858             -
                                                 ==============  ============
                                                                             

See accompanying notes to financial 
statements.

<PAGE>

                             RRC ACQUISITIONS, INC.

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(1)    Summary of Significant Accounting Policies

       (a)    Company Structure

              RRC  Acquisitions,  Inc.  (the  Company)  was  formed as a Florida
              corporation  on November  16,  1993 for the purpose of  acquiring,
              leasing and operating shopping centers.  The Company was inactive,
              and  thus had no  operations,  until  November  10,  1997  when it
              purchased   Kingsdale  Shopping  Center,  a  255,177  square  foot
              shopping center located in Columbus, Ohio, for approximately $17.9
              million.  Kingsdale,  which was constructed during 1997, has a net
              cost,  for federal  income tax purposes,  of  approximately  $17.7
              million at December 31, 1998. The Company is 100% owned by Regency
              Realty Corporation (RRC).

              On  December  30,  1998,  RRC  FL  Seven,   Inc.,  a  wholly-owned
              subsidiary of RRC was merged into the Company.  RRC FL Seven, Inc.
              owned a single  parcel of land and has no  operations.  The merger
              was accounted  for at the  historical  cost of RRC FL Seven,  Inc.
              since both entities are wholly-owned by RRC.

       (b)    Method of Accounting

              The accompanying financial statements were prepared on the accrual
              basis of accounting. No provision for income taxes is made because
              the Company is a qualified REIT subsidiary of RRC, and accordingly
              such  subsidiaries  are not  subject  to  income  taxes  under the
              Internal Revenue Code.

       (c)    Use of Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires the Company's
              management  to make  estimates  and  assumptions  that  affect the
              reported  amounts  of assets and  liabilities  and  disclosure  of
              contingent  assets and  liabilities  at the date of the  financial
              statements  and the  reported  amounts of  revenues  and  expenses
              during the  reporting  period.  Actual  results  could differ from
              those estimates.

       (d)    Property and Buildings

              Property and building are recorded at cost.  Major  additions  and
              improvements  to property and  buildings  are  capitalized  to the
              property accounts,  while replacements,  maintenance,  and repairs
              which do not improve or extend the useful lives of the  respective
              assets are reflected in operations. Depreciation is computed using
              the  straight-line  method over the estimated  useful lives of the
              property  and  buildings,  which is 39  years  for  buildings  and
              improvements   and  the  life  of  the  lease   term  for   tenant
              improvements.



<PAGE>


                             RRC ACQUISITIONS, INC.

                          Notes to Financial Statements

                          December 31, 1998 and 1997




       (e)    Revenue Recognition

              The Company leases space to tenants under  agreements with varying
              terms.  Leases are accounted for as operating  leases with minimum
              rent  recognized  on a  straight-line  basis  over the term of the
              lease regardless of when payments are due.  Contingent rentals are
              included in income in the period earned.

       (f)    Deferred Costs

              Deferred  costs  consist  of costs  associated  with  leasing  the
              property.   Such  costs  are  deferred  and  amortized  using  the
              straight-line method over the terms of the respective leases.

       (g)    Cash and Cash Equivalents

              For the  purposes  of the  statement  of cash  flows,  the Company
              considers  all  instruments  with a maturity of 90 days or less at
              purchase to be cash equivalents.

       (h)    Impairment of Long-Lived Assets

              The Company  follows the  provisions  of  Statement  of  Financial
              Accounting  Standards No. 121,  "Accounting  for the Impairment of
              Long-Lived  Assets and Long-Lived  Assets to be Disposed Of." This
              Statement   requires  that  long-lived   assets  be  reviewed  for
              impairment  whenever events or changes in  circumstances  indicate
              that  the  carrying  amount  of an asset  may not be  recoverable.
              Recoverability  of  assets  to be held  and  used is  measured  by
              comparison  of the carrying  amount of an asset to future net cash
              flows  expected to be generated  by the asset.  If such assets are
              considered  to be impaired,  the  impairment  to be  recognized is
              measured by the amount by which the carrying amounts of the assets
              exceed their fair value, less costs to sell.

       (i)    Earnings per Share

              Since all of the  outstanding  shares of the  Company are owned by
              RRC,  management has determined that  calculation and presentation
              of earnings per share would not be meaningful.




<PAGE>


                             RRC ACQUISITIONS, INC.

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(2)    Leases

       The  Company  has various  tenant  leases with terms that expire  through
       2006. Future minimum rental payments under noncancelable operating leases
       as of December 31, 1998,  including renewed terms and new tenants, are as
       follows:

             Year ending December 31,                       Amount

                   1999                             $        1,675,011
                   2000                                      1,635,083
                   2001                                      1,185,606
                   2002                                        852,507
                   2003                                        602,920
                   Thereafter                                2,995,315
                                                      ----------------
                                                    $        8,946,442
                                                      ================ 

       Most  tenants  are  responsible  for  payment or  reimbursement  of their
       proportionate share of taxes, insurance, and common area expenses.

       During 1998, one tenant,  Stein Mart,  paid base rent of $197,868,  which
       exceeded 10% of the total minimum rent earned by the Company.


(3)    Related Party Transactions

       The  Company  paid fees for  property  management  to RRC of $92,161  and
       $19,640 for the years ended December 31, 1998 and 1997, respectively.

       The Company  paid tenant lease  commissions  to RRC of $51,468 and $7,847
       for the  years  ended  December  31,  1998 and 1997,  respectively.  Such
       payments have been recorded as deferred leasing costs in the accompanying
       balance sheets.

<PAGE>