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, 1999

(  )   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         (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:
                Class B Units of Partnership Interest

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 (X) NO ( )

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  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the Registrant and the number of shares of Registrant's voting
common stock outstanding is not applicable.

                                 Documents Incorporated by Reference

Regency  Realty  Corporation  is the general  partner of Regency  Centers,  L.P.
Portions of Regency Realty  Corporation's Proxy Statement in connection with its
1999 Annual Meeting of Shareholders are incorporated by reference in Part III.


<PAGE>



                                           TABLE OF CONTENTS
                                           ------------------


Item No.                                                               Form 10-K
                                                                     Report Page

                                                PART I

1.      Business...............................................................1

2.      Properties.............................................................6

3.      Legal Proceedings.....................................................13

4.      Submission of Matters to a Vote of Security Holders...................13

                                                PART II

5.      Market for the Registrant's Common Equity and Related
        Shareholder Matters...................................................13

6.      Selected Consolidated Financial Data..................................15

7.      Management's Discussion and Analysis of Financial Condition
        and Results of Operations..16

7a.     Quantitative and Qualitative Disclosures About Market Risk............22

8.      Consolidated Financial Statements and Supplementary Data..............23

9.      Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure..............................................23

                                               PART III

10.     Directors and Executive Officers of the Registrant....................23

11.     Executive Compensation................................................24

12.     Security Ownership of Certain Beneficial Owners and
        Management............................................................24

13.     Certain Relationships and Related Transactions........................25

                                                PART IV

14.     Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....25

<PAGE>




                                                PART I
Item 1. Business

Regency Realty Corporation ("Regency" or "Company") acquires, owns, develops and
manages  neighborhood  shopping centers in targeted markets.  As of December 31,
1999,  Regency  owned,  directly or  indirectly,  216  properties  in the United
States, containing approximately 24.8 million square feet of gross leasable area
("GLA").

As  of  December  31,  1999,  Regency  had  an  investment  in  real  estate  of
approximately $2.6 billion.  Regency's shopping centers were approximately 92.4%
leased as of December 31, 1999.

On February  26,  1999,  Regency's  stockholders  approved the merger of Pacific
Retail Trust ("Pacific") into the Company in a stock for stock transaction (0.48
Regency  share for 1 Pacific  share).  At December  31, 1998,  Pacific  owned 71
retail shopping centers that were operating or under construction containing 8.4
million SF of GLA. The total cost to acquire Pacific was $1.157 billion based on
the  value  of  Regency  shares  issued,  the  assumption  of  $379  million  of
outstanding debt and other liabilities, and transaction costs.

The Company, a Florida corporation  organized in 1993, commenced operations as a
real estate  investment  trust (REIT) in 1993 with the completion of its initial
public  offering,  and was the  successor  to the real  estate  business  of The
Regency Group, Inc. which had operated since 1963.

Regency formed  Regency  Centers,  L.P.  ("RCLP" or  "Partnership"),  a Delaware
limited  partnership  and  a  public  registrant,   in  1996,  and  consolidated
substantially  all of its retail shopping centers into RCLP during 1999. RCLP is
now the primary  entity  through which Regency owns its  properties  and through
which Regency  intends to expand its ownership and operation of retail  shopping
centers.   At  December  31,  1999,  Regency  owned  approximately  97%  of  the
outstanding  common operating  partnership units of RCLP.  Regency,  the general
partner of RCLP,  fully  controls the  operating  and  investing  decisions  and
activities  of RCLP,  and  accordingly,  the  following  discussion of Regency's
business also includes the business of RCLP.

See also footnote 3, Segments, to the consolidated financial statements included
herein, for a related discussion of the Company's business.

Operating and Investment Philosophy

Regency's  key  operating  and  investment  objective  is  to  create  long-term
shareholder value by:

     growing its high quality real estate portfolio of grocery-anchored
     neighborhood  shopping centers in attractive markets,

    maximizing  the  value  of the  portfolio  through  its  "Retail  Operating
    System,"   which   incorporates   research  based   investment   strategies,
    value-added leasing and management systems, and customer-driven  development
    programs, and

    using conservative  financial management and Regency's  substantial capital
    base to access the most cost effective capital to fund Regency's growth.

Grocery-Anchored Strategy

Regency  focuses  its  investment  strategy  on  grocery-anchored   neighborhood
shopping centers which are located in infill locations or high growth corridors.
Infill locations are situated in densely populated residential communities where
there are significant  barriers to entry,  such as zoning  restrictions,  growth
management laws or limited  availability of sites for development or expansions.
Regency is focused on  building  a  platform  of  grocery-anchored  neighborhood
shopping centers because grocery stores provide  convenience  shopping for daily
necessities,  generate foot traffic for adjacent  "side shop" tenants and should
be better able to withstand adverse economic conditions. By marketing to leading
supermarket  chains,  Regency  believes  it can  attract  the best  "side  shop"
merchants and enhance revenue potential.
<PAGE>



Research Driven Market Selection

Regency targets  specific markets in the United States that offer greater growth
in population,  household income and employment than the national  averages.  In
addition,  Regency believes that it can achieve "critical mass" in these markets
(defined as owning or managing 4 to 5 shopping centers) and that it can generate
sustainable competitive advantages,  through long-term leases to the predominant
grocery-anchor  and other  barriers  to entry  from  competition.  Within  these
markets,  Regency's  research and investment  staff further  defines and selects
submarkets and trade areas based on additional  analysis of the above data. This
research is used to support either the  acquisition or development  decision and
assist in the leasing of major and local tenant space.

Retail Operating System

Regency's  Retail  Operating  System drives its value-added operating strategy.
Its Retail Operating System is characterized by:

     proactive leasing and management;

     value enhancing remerchandising initiatives;

     Regency's "preferred customer initiative"; and

     a customer-driven development and redevelopment program.

Proactive leasing and management
Regency's  integrated  approach to asset management  strengthens its leasing and
management efforts.  Asset managers are an integral component of the acquisition
and development  teams.  Asset managers are responsible not only for the general
operations of their centers, but also for coordinating leasing efforts,  thereby
aligning their  interests with  Regency's.  In addition,  Regency's  information
systems  allow  managers to spot future  lease  expirations  and to  proactively
market and remerchandise spaces several years in advance of such expirations.

Value enhancing remerchandising initiatives
Regency  believes that certain  shopping  centers  under-serve  their customers,
reducing  foot  traffic and  negatively  affecting  the  tenants  located in the
shopping center. In response,  Regency has a remerchandising program directed at
obtaining  the optimum mix of tenants  offering  goods,  personal  services  and
entertainment  and  dining  options  in  each  of  its  shopping   centers.   By
re-tenanting  shopping  centers with tenants that more  effectively  service the
community,  Regency  expects to increase  sales,  and therefore the value of its
shopping centers.

Preferred customer initiative
Regency  is  implementing  the  "Preferred  Customer  Initiative"  to enable the
Company to profit from the platform's  national and individual  market  strength
and to enhance internal growth. The "Preferred Customer Initiative" is Regency's
relationship  based  operating  system  that  focuses on national  and  regional
retailers that are the best operators in their  merchandising  categories.  With
this  customer  focused  operating  system that is  augmented  by  merchandising
research,  the Company is in a unique position to continue to attract and better
serve strong  retailers by offering  multiple  leasing  opportunities in centers
that have the anchors and demographics that drive retail sales. The Company also
serves the tenants by creating standard lease forms.  Regency's  objective is to
create a brand with our tenant  customers as the preferred  neighborhood  center
operator  and  developer.  Management  expects  the  benefits  of the  preferred
customer initiative to improve the merchandising and performance of the shopping
centers, establish brand recognition among leading operators, reduce turnover of
tenants and reduce vacancies.

Customer-driven development and redevelopment program
Regency conducts its development and redevelopment  program in close cooperation
with  its  major  grocery  customers  including  Kroger,  Publix,  Safeway,  and
Albertsons.  Regency uses its development capabilities to service its customer's
growth needs by building or  re-developing  modern  properties with state of the
art  supermarket  formats that  generate  higher  returns for Regency  under new
long-term  leases.  Regency's  developments are customer driven with an executed
lease from the anchor  typically  in hand prior to  purchase  of the land.  As a
result of the anchor  commitment and Regency's  relationship with key, side shop
neighborhood  retailers,  a significant  percentage of the GLA is  pre-committed
before commencement of construction.
<PAGE>

Capital Strategy

Regency intends to maintain a conservative capital structure designed to enhance
access to capital on favorable  terms,  to allow growth through  development and
acquisition  and to promote future  earnings  growth.  Regency's  organizational
documents  do not  limit  the  amount  of debt  that may be  incurred;  however,
limitations  have  been  established   within  the  covenants  of  certain  loan
agreements  related to RCLP's  unsecured  acquisition  and  development  line of
credit (the "Line') and medium term notes.

Regency's strategy to add shareholder value is designed to enable the Company to
profit from the anomaly  between low current  pricing for public  equity and the
attractive  private  market  valuations of quality  neighborhood  centers and to
increase returns on invested capital by leveraging  Regency's core competencies.
Asset  optimization  will  enable  Regency to recycle  capital  from the sale of
developments at low cap rates and dispositions of properties with limited growth
prospects in the private market at attractive  valuations.  The proceeds will be
used to finance new  development of shopping  centers and repurchases of Regency
common stock at attractive yields.

Regency is actively pursuing a joint venture structure to leverage the Company's
expertise and the quality of the operating properties and development  pipeline.
Value would be realized by contributing  centers and selling developments to the
venture at private market pricing.  The joint venture  structure will contribute
to cost effectively  financing Regency's  development program,  allow Regency to
recognize  profits from sales and expand the shopping  center  platform.  All of
these actions are expected to lead to higher  returns on the Company's  invested
capital.

Risk Factors Relating to Ownership of Regency Common Stock

The Company is subject to certain  business  risks  arising in  connection  with
owning real estate which include, among others:

     the  bankruptcy or insolvency of, or a downturn in the business of, any of
     its major  tenants could reduce cash flow,

     the  possibility  that such  tenants  will not renew  their  leases as they
    expire or renew at lower rental rates could reduce cash flow,

     risks related to the internet and e-commerce reducing the demand for
     shopping centers,

     vacated anchor space will affect the entire  shopping center because of the
    loss of the departed anchor tenant's customer drawing power,

     poor market  conditions could create an over supply of space or a reduction
    in  demand  for real  estate in  markets  where the  Company  owns  shopping
    centers,

     the Company's rapid growth could place strains on its resources,

     risks relating to leverage,  including uncertainty that the Company will be
    able to refinance its indebtedness, and the risk of higher interest rates,

     unsuccessful development activities could reduce cash flow,

     the Company's inability to satisfy its cash requirements for operations and
    the  possibility  that the Company  may be required to borrow  funds to meet
    distribution requirements in order to maintain its qualification as a REIT,

     potential liability for unknown or future environmental matters and costs
     of compliance with the Americans with Disabilities Act,

     the risk of uninsured losses, and

    unfavorable  economic  conditions  could also  result in the  inability  of
    tenants  in certain  retail  sectors to meet  their  lease  obligations  and
    otherwise could adversely affect the Company's ability to attract and retain
    desirable tenants.
<PAGE>

Compliance with Governmental Regulations

Under various  federal,  state and local laws,  ordinances and  regulations,  an
owner or  manager  of real  estate  may be liable  for the costs of  removal  or
remediation of certain  hazardous or toxic  substances on such  property.  These
laws often impose liability  without regard to whether the owner knew of, or was
responsible for, the presence of the hazardous or toxic substances.  The cost of
required  remediation and the owner's liability for remediation could exceed the
value of the property and/or the aggregate  assets of the owner. The presence of
such  substances,  or the failure to properly  remediate  such  substances,  may
adversely  affect the  owner's  ability to sell or rent the  property  or borrow
using the property as collateral.  Regency has a number of 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 due to financial statement reserves and various state-regulated programs
that shift the responsibility and cost for remediation to the state.

Competition

The Company  believes the  ownership of shopping  centers is highly  fragmented,
with less than 10% owned by REITs. Regency faces competition from other REITs in
the  acquisition,  ownership  and  leasing of  shopping  centers as well as from
numerous small owners.  Regency competes for the development of shopping centers
with  other  REITs  engaged in  development  activities  as well as with  local,
regional and national real estate  developers.  Regency  develops  properties by
applying its proprietary  research  methods to identify  development and leasing
opportunities  and  by  significantly  pre-leasing  development  centers  before
beginning  construction.  Regency  competes for the  acquisition  of  properties
through proprietary research that identifies  opportunities in markets with high
barriers  to entry  and  higher-than-average  population  growth  and  household
income.  Regency  seeks  to  maximize  rents  per  square  foot by  establishing
relationships  with supermarket chains that are first or second in their markets
and  leasing  non-anchor  space in  multiple  centers to  national  or  regional
tenants.  There can be no assurance,  however,  that other real estate owners or
developers will not utilize similar research methods and target the same markets
and anchor tenants that Regency targets or that such entities will  successfully
control these markets and tenants to the exclusion of Regency.

Changes in Policies

The  Company's  Board of Directors  determines  policies with respect to certain
activities,  including  its debt  capitalization,  growth,  distributions,  REIT
status,  and  investment  and operating  strategies.  The Board of Directors may
amend these policies at any time without a vote of the Company's shareholders.

Employees

The Company's  headquarters  are located in Jacksonville,  Florida.  The Company
presently  maintains  16  offices  in 10 states  where it  conducts  management,
leasing and  development  activities.  As of December 31, 1999,  the Company had
approximately  342 employees and believes that  relations with its employees are
good.


<PAGE>

Item 2. Properties

The Partnership's  properties summarized by state including their gross leasable
areas (GLA) follows:
<TABLE>
<CAPTION>

     Location                    December 31, 1999                      December 31, 1998
     -------                     -----------------                      -----------------
                     # Properties     GLA      % Leased   # Properties       GLA       % Leased
                     ------------    -----     -------    ------------       ---       --------
    <S>              <C>         <C>          <C>          <C>          <C>          <C>

    Florida              39        4,859,031     91.3%         36         4,571,617      92.9%
    California           36        3,858,628     96.4%          -                 -         -
    Texas                29        3,849,549     88.8%          5           479,900      84.7%
    Georgia              25        2,539,556     91.9%         25         2,560,383      92.8%
    Ohio                 14        1,923,100     94.0%         12         1,527,510      96.8%
    North Carolina       12        1,241,639     97.9%         12         1,239,783      98.3%
    Washington            9        1,066,962     90.6%          -                 -         -
    Colorado             10          903,502     94.1%          5           447,569      89.4%
    Oregon                7          616,070     89.2%          -                 -         -
    Arizona               2          326,984     99.7%          -                 -         -
    Tennessee             3          271,697     98.9%          4           295,179      96.8%
    Michigan              3          250,655     81.7%          2           177,929      81.5%
    Delaware              1          232,754     96.3%          1           232,752      94.8%
    Kentucky              1          205,061     91.8%          1           205,060      95.6%
    Virginia              2          197,324     96.1%          2           197,324      97.7%
    Illinois              1          178,600     85.9%          1           178,600      86.9%
    South Carolina        2          162,056     98.8%          2           162,056     100.0%
    Missouri              1           82,498     95.8%          1            82,498      99.8%
    Wyoming               1           75,000     81.3%          -                 -         -
                     ----------- ------------ ------------ ------------ ------------ ------------
        Total           198       22,840,666     92.6%        109        12,358,160      93.6%
                     ----------- ------------ ------------ ------------ ------------ ------------
</TABLE>

The following table summarizes the largest tenants  occupying the  Partnership's
shopping centers based upon a percentage of total annualized base rent exceeding
 .5% at December 31, 1999.  The table  includes 100% of the base rent from leases
of  properties  owned by joint  ventures.  Excluding the portion of base rent of
joint ventures not owned by the Partnership,  Kroger's  percentage of annualized
Partnership's base rent is 9.54%.


                    Summary of Principal Tenants > .5% of Annualized Base Rent
                             (including Properties Under Development)
<TABLE>
<CAPTION>

                                                                       % of
                                        % to Partnership            Annualized      # of
              Tenant            SF          Owned GLA     Rent       Base Rent      Stores
              ------            --         ---------     -----      ----------     ------
<S>                           <C>           <C>        <C>             <C>           <C>

         Kroger               3,023,033    13.2%       26,792,538     11.4%          52
         Safeway              1,237,432     5.4%       10,824,727      4.6%          26
         Publix               1,444,019     6.3%       10,079,878      4.3%          32
         Albertsons             727,353     3.2%        6,943,882      3.0%          14
         Blockbuster            381,207     1.7%        6,508,308      2.8%          65
         Winn Dixie             594,543     2.6%        4,255,149      1.8%          12
         Harris Teeter          275,075     1.2%        2,967,636      1.3%           6
         Hallmark               194,793     0.9%        2,757,661      1.2%          47
         K-Mart                 507,645     2.2%        2,615,359      1.1%           6
         Long's Drugs           207,715     0.9%        1,943,129      0.8%           9
         Eckerd                 215,972     0.9%        1,886,163      0.8%          22
         Walgreens              192,401     0.8%        1,855,359      0.8%          14
         Hollywood Video        102,105     0.4%        1,763,850      0.8%          16
         H.E.B. Grocery         150,682     0.7%        1,674,162      0.7%           2
         Stein Mart             217,445     1.0%        1,262,297      0.5%           6
         Gigante                138,286     0.6%        1,246,379      0.5%           2
         Rite Aid               122,465     0.5%        1,208,376      0.5%           7
         Mail Boxes, Etc.        71,072     0.3%        1,202,672      0.5%          54
         Target                 102,830     0.5%        1,175,000      0.5%           1
</TABLE>
<PAGE>



The  Partnership's  leases have lease terms generally ranging from three to five
years for tenant  space under 5,000  square  feet.  Leases  greater  than 10,000
square feet generally have lease terms in excess of five years, mostly comprised
of anchor  tenants.  Many of the anchor leases contain  provisions  allowing the
tenant  the  option  of  extending  the  term of the  lease at  expiration.  The
Partnership's leases provide for the monthly payment in advance of fixed minimum
rentals,  additional rents calculated as a percentage of the tenant's sales, the
tenant's  pro rata  share of real  estate  taxes,  insurance,  and  common  area
maintenance  expenses,  and  reimbursement  for  utility  costs if not  directly
metered.  The following table sets forth a schedule of lease expirations for the
next ten years, assuming that no tenants exercise renewal options:

                                                            Future
                                Percent of     Minimum      Percent
        Lease                    Total          Rent        Total
      Expiration    Expiring   Partnership     Expiring     Minimum
         Year          GLA         GLA          Leases      Rent (2)
         ----          ---         ---          ------     --------

          (1)          552,279    2.7%          6,614,154    2.8%
         2000        1,337,006    6.4%         17,833,045    7.5%
         2001        1,766,108    8.5%         24,305,272   10.2%
         2002        1,913,470    9.2%         25,021,108   10.5%
         2003        1,640,946    7.9%         23,096,744    9.7%
         2004        1,974,539    9.5%         28,332,271   11.9%
         2005          886,205    4.3%         10,007,682    4.2%
         2006          837,489    4.0%          9,526,368    4.0%
         2007          887,856    4.3%          9,207,554    3.9%
         2008          855,458    4.1%          7,780,401    3.3%
         2009          736,900    3.5%          7,713,090    3.3%
                   ------------  ------     --------------  -----
      10 Yr Total   13,388,256   64.5%      $ 169,437,689   71.0%
                   ------------  ------     --------------  -----

               (1) leased  currently  under month to month rent or in process of
               renewal
               (2) total minimum rent includes  current minimum rent and
               future contractual rent steps for  all  properties,  but excludes
               additional  rent  such  as percentage rent, common area
               maintenance, real estate taxes and insurance reimbursements.

See the property  table below and also see Item 7,  Management's  Discussion and
Analysis for further information about the Partnership's properties.



<PAGE>

<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
--------------                 --------   -----------   ----------    ----------    ---------

<S>                              <C>        <C>        <C>              <C>        <C>
FLORIDA

Jacksonville /
North Florida
-------------
Anastasia                        1993       1988         102,342         90.2%        Publix
Bolton Plaza                     1994       1988         172,938        100.0%          --
Carriage Gate                    1994       1978          76,833         78.6%          --
Courtyard (3)                    1993       1987          67,794         12.7%     Albertson's (4)
Ensley Square (5)                1997       1977          62,362         97.3%       Delchamps
Fleming Island                   1998       1994          80,205        100.0%        Publix
Highlands Square (6)             1998       1999         262,549         80.4%     Publix/Winn-Dixie
Julington Village (6)            1999       1999          81,820         69.9%        Publix
Millhopper (3)                   1993       1974          84,065         97.0%        Publix
Newberry Square                  1994       1986         180,524         96.8%        Publix
Old St. Augustine Plaza          1996       1990         170,220         97.6%        Publix
Palm Harbour                     1996       1991         172,758         90.7%        Publix
Pine Tree Plaza                  1997       1999          60,787         98.4%        Publix
Regency Court                    1997       1992         218,665         96.6%          --

South Monroe                     1996       1998          80,188         95.5%      Winn-Dixie

Tampa / Orlando
---------------
Beneva Village Shops             1998       1987         141,532         96.0%        Publix
Bloomingdale Square              1998       1987         267,935         95.5%        Publix
Kings Crossing Sun City (6)      1999                     75,020         68.5%        Publix
Mainstreet Square                1997       1988         107,159         93.0%      Winn-Dixie
Mariner's Village                1997       1986         117,665         94.4%      Winn-Dixie
Market Place - St. Petersburg    1995       1983          86,496        100.0%        Publix
Peachland Promenade              1995       1991          82,082         89.9%        Publix
Regency Square                   1993       1986         341,446         87.7%          --
   at Brandon (3)
Seven Springs                    1994       1986         162,580         86.7%      Winn-Dixie
Terrace Walk (3)                 1993       1990          50,926         41.3%          --
Town Square (6)                  1997       1999          43,796          0.0%           --
University Collections           1996       1984         106,627         82.6%     Kash N Karry (4)
Village Center-Tampa             1995       1993         174,780         90.2%        Publix

West Palm Beach /
Treasure Coast
--------------
Boynton Lakes Plaza              1997       1993         130,925        100.0%      Winn-Dixie
Chasewood Plaza (3)              1993       1986         141,034         91.0%        Publix
Chasewood Storage (3)            1993       1986          42,810        100.0%          --
East Port Plaza                  1997       1991         235,842         93.4%        Publix
Martin Downs Village Center(3)   1993       1985         121,946         91.7%          --
Martin Downs Village Shoppes     1993       1998          49,773         93.0%          --
Ocean Breeze (3)                 1993       1985         108,209         85.4%        Publix
Ocean East (5)                   1996       1997         113,328         92.9%     Stuart Foods
Tequesta Shoppes                 1996       1986         109,766         93.4%        Publix
Town Center at Martin Downs      1996       1996          64,546         93.5%        Publix
Wellington Market Place          1995       1990         178,155         90.7%      Winn-Dixie
Wellington Town Square           1996       1982         105,150         95.8%        Publix

Miami / Ft. Lauderdale
----------------------
Aventura                         1994       1974         102,876        100.0%        Publix
Berkshire Commons                1994       1992         106,354         98.5%        Publix
Garden Square                    1997       1991          90,033         94.0%        Publix
North Miami (3)                  1993       1988          42,500        100.0%        Publix
Palm Trails Plaza                1997       1998          76,067         98.3%      Winn-Dixie
Shoppes @ 104                    1998       1990         108,189         95.4%      Winn Dixie
Tamiami Trail                    1997       1987         110,867         94.9%        Publix
University Market Place          1993       1990         129,121         78.4%     Albertson's (4)
Welleby                          1996       1982         109,949         89.9%        Publix
                                                       ---------        ------

Subtotal/Weighted
Average(Florida)                                       5,909,534         89.9%
                                                       ---------        ------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
-------------                  --------   -----------   ---------      ---------     --------

<S>                              <C>        <C>        <C>              <C>        <C>
CALIFORNIA

Los Angeles / SCA
-----------------
Bristol and Warner               1999       1998         121,677         95.6%      Food 4 Less
Costa Verde                      1999       1988         178,619        100.0%      Albertson's
Crossroads Plaza                 1999       1988          60,638        100.0%        Gigante
El Camino                        1999       1995         135,883         99.3%     Von's Food & Drug
El Norte Parkway Plaza           1984                     87,990         96.9%     Von's Food & Drug
Folsom (6)                       1999       1999               -          0.0%           --
Friars Mission                   1999       1989         145,608        100.0%        Ralph's
Hawthorne                        1999       1999          92,496         99.5%        Lucky's
Heritage Plaza                   1999       1981         231,883         99.9%        Ralph's
Long Beach Corporate Sq. (6)     1999                     54,923        100.0%        Ralph's
Monrovia (6)                     1999       1999          48,187         96.9%          --
Morningside Plaza                1999       1996          91,599        100.0%      Albertson's
Newland Center                   1999       1985         166,492         97.1%        Lucky's
Oakbrook Plaza                   1999       1982          83,278         94.4%      Albertson's
Plaza de Hacienda                1999       1991         125,602         95.6%      Food 4 Less
Plaza Hermosa                    1999       1984          94,939        100.0%     Von's Food & Drug
Rancho Santa Margarita (6)       1999                    152,260         51.9%          --
Rona Plaza                       1999       1989          51,779        100.0%      Food 4 Less
Santa Ana Downtown Plaza         1987                    100,305        100.0%      Food 4 Less
Twin Peaks                       1999       1988         198,139         97.6%        Lucky's
Ventura Village                  1999       1984          76,070         95.7%     Von's Food & Drug
Westlake Village Plaza           1975                    190,655         98.9%     Von's Food & Drug
Woodman - Van Nuys               1999       1992         107,570         96.3%        Gigante

San Francisco / NCA
-------------------
Arden Square                     1999       1994         100,162         94.8%          --
Blossom Valley                   1999       1990          91,969         96.8%        Safeway
Country Club                     1999       1994         111,251        100.0%      Albertson's
Diablo Plaza                     1999       1982          63,265        100.0%      Safeway (4)
Encina Grande                    1999       1965         102,499        100.0%        Safeway
Loehmann's Plaza                 1999       1983         113,309         94.9%      Safeway (4)
San Leandro                      1999       1982          50,853        100.0%      Safeway (4)
Sequoia Station                  1999       1996         103,388         99.5%      Safeway (4)

Strawflower Village              1999       1985          78,827         95.4%        Safeway
Tassajara Crossing               1999       1990         141,790         98.1%        Safeway
The Promenade                    1999       1989         136,022         96.2%     Bel Air Market
West Park Plaza                  1999       1996          88,103        100.0%        Safeway
Woodside Central                 1999       1993          80,598        100.0%          --
                                                       ---------        ------

Subtotal/Weighted
Average(California)                                    3,858,628         96.4%
                                                       ---------        ------


TEXAS

Austin
------
Hancock Center                   1999       1998         413,757         97.6%        H.E.B.
North Hills                      1999       1995         144,019         98.7%        H.E.B.

Dallas / Ft. Worth
------------------
Arapaho Village                  1999       1997         108,816         82.4%       Tom Thumb
Bethany Lake (5)                 1998       1998          74,066        100.0%        Kroger
Casa Linda Plaza                 1999       1997         324,620         87.4%      Albertson's
Cooper Street                    1999       1992         133,239        100.0%          --

Creekside (5)                    1998       1998          96,816         96.0%        Kroger
Harwood Hills PH I & II          1996                    122,860         93.9%       Tom Thumb
Hebron Park (6)                  1999       1999          47,312         76.2%     Albertson's (4)
Hillcrest Village                1999       1991          14,488        100.0%          --
Keller Town Center (6)           1999                    113,000         62.4%       Tom Thumb
MacArthur Park Phase II (6)      1999                    197,643         59.5%        Kroger
Market @ Preston Forest          1990                     90,170        100.0%       Tom Thumb
Market @ Round Rock              1987                    123,345         99.8%      Albertson's

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
-------------                  --------   -----------   ---------      ---------     ---------

<S>                              <C>        <C>        <C>              <C>        <C>
TEXAS
Dallas / Ft. Worth (Continued)
------------------------------
Mills Pointe                     1999       1986         126,238         97.4%       Tom Thumb
Mockingbird Commons              1987                    121,415         93.2%       Tom Thumb
Northview Plaza                  1999       1991         117,034         91.6%        Kroger
Preston Brook - Frisco (5)(6)    1998       1998          91,274         96.5%        Kroger
Preston Park                     1999       1985         268,869         99.4%       Tom Thumb

Prestonwood (6)                  1999       1999         100,421         48.6%     Albertson's (4)
Ridglea Plaza                    1999       1986         197,961         79.6%       Tom Thumb
Shiloh Springs (5)               1998       1998          88,865         96.8%        Kroger
Southpark                        1999       1997         146,225         93.9%      Albertson's
Tarrant Pkwy Plaza (6)           1999                     33,500         12.5%     Albertson's (4)
The Village                      1999       1982          95,148         90.7%       Tom Thumb
Trophy Club (6)                  1999       1999         107,700         72.1%       Tom Thumb
Valley Ranch PH I, II & III      1997                    117,281         99.9%       Tom Thumb
Village Center - Southlake (5)   1998)      1998         118,172         88.6%        Kroger

Houston
-------
Champions Forest                 1999       1983         115,295         96.9%     Randall's Food
                                                       ---------        ------

Subtotal/Weighted
Average(Texas)                                         3,849,549         88.8%
                                                       ---------        ------


GEORGIA

Atlanta
-------
Ashford Place                    1997       1993          53,345        100.0%          --
Braelin Village (5)              1997       1991         226,522         97.0%        Kroger

Briarcliff LaVista               1997       1962          41,098        100.0%          --
Briarcliff Village (6)           1997       1990         183,752         92.3%        Publix
Buckhead Court                   1997       1984          55,227         91.3%          --

Cambridge Square                 1996       1979          69,650         76.4%     Harris Teeter
Cromwell Square                  1997       1990          70,282         95.1%          --

Cumming 400                      1997       1994         126,899         93.7%        Publix
Delk Spectrum (3)(5)             1998       1991         100,880        100.0%          A&P
Dunwoody Hall                    1997       1986          82,527         48.4%          --
Dunwoody Village (5)             1997       1975         114,658         92.5%        Ingles
Loehmann's Plaza                 1997       1986         137,635         95.7%          --
Lovejoy Station                  1997       1995          77,336        100.0%        Publix
Memorial Bend                    1997       1995         182,781         92.4%        Publix
Orchard Square                   1995       1987          85,941         52.3%          --
Paces Ferry Plaza                1997       1987          61,693         92.3%          --

Powers Ferry Square              1997       1987          97,809         97.1%        Harry's
Powers Ferry Village             1997       1994          78,995         99.9%        Publix
Rivermont Station                1997       1996          90,267        100.0%     Harris Teeter
Roswell Village                  1997       1997         143,980         97.7%        Publix
Russell Ridge                    1994       1995          98,556        100.0%        Kroger
Sandy Plains Village             1996       1992         175,035         92.1%        Kroger
Sandy Springs  Village           1997       1997          45,039        100.0%          --
Trowbridge Crossing (5)          1997       1997          62,558         96.3%        Publix

Other Markets
-------------
Evans Crossing                   1998       1993          83,681        100.0%        Kroger
LaGrangeMarketplace(3)           1993       1989          76,327         95.2%      Winn-Dixie
Parkway Station (5)              1996       1983          94,290         85.0%        Kroger
                                                       ---------        ------

Subtotal/Weighted
Average(Georgia)                                       2,716,763         92.3%
                                                       ---------        ------
</TABLE>
<PAGE>



<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
-------------                  --------   -----------   ---------      ----------    --------
<S>                              <C>        <C>        <C>              <C>        <C>
OHIO

Cincinnati
----------
Beckett Commons                  1998       1995         112,936        100.0%        Kroger
Cherry Grove                     1998       1997         185,498        100.0%        Kroger

Hamilton Meadows                 1998       1989         126,252         97.8%      Kroger (4)
Hyde Park Plaza                  1997       1995         374,544         98.1%     Kroger/Winn-Dixie

Shoppes at Mason                 1998       1997          80,880         95.1%        Kroger
Silverlake                       1998       1988         100,246         93.4%        Kroger
Westchester Plaza                1998       1988          88,181        100.0%        Kroger

Columbus
East Pointe                      1998       1993          86,524         95.1%        Kroger
Hampstead Village (6)            1999                     91,805         82.5%        Kroger
Kingsdale (6)                    1997       1999         270,697         74.0%       Big Bear

North Gate/(Maxtown)             1998       1996          85,101        100.0%        Kroger
Park Place                       1998       1988         106,833         98.6%       Big Bear
Windmiller Plaza                 1998       1997         120,509         97.1%        Kroger
Worthington                      1998       1991          93,094        100.0%        Kroger
                                                       ---------        ------

Subtotal/Weighted
Average(Ohio)                                          1,923,100         94.0%
                                                       ---------        ------


NORTH CAROLINA

Asheville
---------
Oakley Plaza                     1997       1988         118,728        100.0%         Bi-Lo


Charlotte
---------
Carmel Commons                   1997       1979         132,651         96.5%      Fresh Market
City View                        1996       1993          77,550         95.4%      Winn-Dixie
Union Square                     1996       1989          97,191         98.8%     Harris Teeter


Raleigh / Durham
----------------
Bent Tree Plaza                  1998       1994          79,503        100.0%        Kroger
Garner Town Square               1998       1998         221,576         98.1%        Kroger

Glenwood Village                 1997       1983          42,864        100.0%     Harris Teeter
Lake Pine Plaza                  1998       1997          87,691         97.6%        Kroger
Maynard Crossing                 1998       1997         122,814         98.2%        Kroger
Southpoint Crossing (5)          1998       1998         103,128         92.6%        Kroger
Woodcroft                        1996       1984          85,353        100.0%       Food Lion

Winston-Salem
-------------
Kernersville Marketplace         1998       1997          72,590        100.0%     Harris Teeter
                                                       ---------        ------

Subtotal/Weighted
Average(North Carolina)                                1,241,639         97.9%
                                                       ---------        ------


WASHINGTON

Seattle
-------
Cascade Plaza (6)                1999       1999         215,477         67.1%        Safeway
Inglewood Plaza                  1999       1985          17,253        100.0%          --
James Center (6)                 1999       1999         114,175         86.9%       Fred Myer
Lake Meridian                    1999       1989         165,210         92.7%       Fred Myer
Pine Lake Village                1999       1989         100,953        100.0%      Quality Foods
Sammamish Highlands              1992                    101,289        100.0%      Safeway (4)
South Point Plaza                1999       1997         190,454         98.9%     Cost Cutters

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
-------------                  --------   -----------   ---------      ---------     ---------

<S>                              <C>        <C>        <C>              <C>        <C>
WASHINGTON
Seattle (Continued)
-------------------
Southcenter                      1999       1990          58,281        100.0%          --
Thomas Lake                      1999       1998         103,870        100.0%      Albertson's
                                                       ---------        ------

Subtotal/Weighted
Average(Washington)                                    1,066,962         90.6%
                                                       ---------        ------

COLORADO

Colorado Springs
----------------
Cheyenne Meadows (5)             1998       1998          89,893        100.0%      King Soopers
Jackson Creek  (5)               1998       1999          85,259         98.4%        Kroger
Woodman Plaza (6)(5)             1998       1998          97,913         85.7%      King Soopers

Denver
------
Boulevard Center                 1999       1986          92,483         95.2%      Safeway (4)
Buckley Square                   1999       1978         116,206         93.2%      King Soopers
Leetsdale Marketplace            1993                    119,916         98.7%        Safeway
Littleton Square                 1999       1997          94,257        100.0%      King Soopers
Lloyd King Center (5)            1998       1998          83,326        100.0%      King Soopers
Redlands Marketplace (6)         1999                     37,817         36.3%     Albertson's (4)
Stroh Ranch (5)                  1998       1998          86,432        100.0%      King Soopers
                                                       ---------        ------

Subtotal/Weighted
Average(Colorado)                                        903,502         94.1%
                                                       ---------        ------
OREGON

Portland
--------
Cherry Park Market (Grmr)        1997                    113,518         78.5%        Safeway
Murrayhill Marketplace           1988                    149,214         98.4%       Thriftway
Sherwood II (6)                  1999       1999          32,600          0.0%       Safeway (4)
Sherwood Market Center           1995                    124,256         97.3%      Albertson's
Sunnside 205                     1999       1988          53,279         93.6%          --
Walker Center                    1999       1987          89,624        100.0%          --
West Hills                       1999       1998          53,579        100.0%          QFC
                                                       ---------        ------

Subtotal/Weighted
Average(Oregon)                                          616,070         89.2%
                                                       ---------        ------
ALABAMA

Birmingham
----------
Villages of Trussville (3)       1993       1987          69,280         97.7%        Bruno's
West County Marketplace (3)      1993       1987         129,155        100.0%     Food World (4)

Montgomery
----------
Country Club (3)                 1993       1991          67,622        100.0%      Winn-Dixie

Other Markets
-------------
Bonner's Point (3)               1993       1985          87,281         98.6%      Winn-Dixie
Marketplace -
   Alexander City (3)            1993       1987         162,723        100.0%      Winn-Dixie
                                                       ---------        ------

Subtotal/Weighted
Average(Alabama)                                         516,061         99.5%
                                                       ---------        ------

ARIZONA
-------
Paseo Village                    1999       1998          92,399        100.0%         ABCO
Pima Crossing                    1999       1996         234,585         99.5%        Basha's
                                                       ---------        ------

Subtotal/Weighted
Average(Arizona)                                         326,984         99.7%
                                                       ---------        ------
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor
--------------               -----------  -----------   ---------      ---------      -------

<S>                              <C>        <C>       <C>              <C>        <C>
TENNESSEE

Nashville
---------
Harpeth Village (5)              1997       1998          70,091        100.0%      Albertson's
Nashboro Village                 1998       1998          86,811         96.5%        Kroger
Peartree Village                 1997       1997         114,795        100.0%     Harris Teeter
                                                      ----------      --------
Subtotal/Weighted
Average(Tennessee)                                       271,697         98.9%
                                                       ---------      --------
MICHIGAN
--------
Fenton Marketplace (6)           1999                     73,339         73.3%      Farmer Jack
Lakeshore                        1998       1996          85,395         98.7%        Kroger
Waterford (6)                    1998       1998          91,921         72.6%        Kroger
                                                      ----------      --------
Subtotal/Weighted
Average(Michigan)                                        250,655         81.7%
                                                      ----------      --------
VIRGINIA
--------
Brookville Plaza                 1998       1991          63,664         95.8%        Kroger
Statler Square                   1998       1996         133,660         96.3%        Kroger
                                                      ----------      --------

Subtotal/Weighted
Average(Virginia)                                        197,324         96.1%
                                                      ----------      --------

MISSISSIPPI
-----------
Columbia Marketplace(3)          1993       1988         136,002          98.7%      Winn-Dixie
Lucedale Marketplace(3)          1993       1989          49,059          91.0%      Delchamps
                                                      ----------      --------

Subtotal/Weighted
Average(Mississippi)                                     185,061         96.6%
                                                      ----------      --------

SOUTH CAROLINA
--------------
Merchants Village                1997       1997          79,723        100.0%        Publix
Queensborough (5)                1998       1993          82,333         97.7%        Publix
                                                      ----------      --------

Subtotal/Weighted
Average(South Carolina)                                  162,056         98.8%
                                                      ----------      --------

DELAWARE
--------
Pike Creek                       1998       1981         232,754         96.3%         Acme


KENTUCKY
--------
Franklin Square                  1998       1988         205,061         91.8%        Kroger

ILLINOIS
--------
Hinsdale Lake Commons            1998       1986         178,600         85.9%       Dominick's


MISSOURI
--------
St. Ann Square                   1998       1986          82,498         95.8%       National


WYOMING
-------
Dell Range Road (5)(6)           1999                     75,000         81.3%      King Soopers
                                                      ----------      --------


Total Weighted Average                                24,769,498         92.4%
                                                      ==========      ========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------

<S>                              <C>                                  <C>
FLORIDA

Jacksonville /
North Florida
--------------
Anastasia                                   --                        Hallmark, Schmagel's Bagels, Mailboxes
Bolton Plaza                             Wal-Mart                     Radio Shack, Payless Shoes, Mailboxes
Carriage Gate                             TJ Maxx                     Brueggers Bagels, Bedfellows, Alterations
Courtyard (3)                               --                        Buffalo's Cafe, Olan Mills
Ensley Square (5)                           --                        Radio Shack, Hallmark, Amsouth Bank
Fleming Island                              --                        Mail Boxes, Etc. ,Radio Shack, Hallmark
Highlands Square (6)                 Eckerd, Big Lots                 Hair Cuttery, Rent Way, Precision Printing
Julington Village (6)                       --                        Mailboxes, Etc., H&R Block, Hair Cuttery
Millhopper (3)                            Eckerd                      Book Gallery, Postal Svc., Chesapeake Bagel
Newberry Square                            Kmart                      H & R Block, Cato Fashions, Olan Mills
Old St. Augustine Plaza              Eckerd, Waccamaw                 Mail Boxes, Etc., Hallmark, Hair Cuttery
Palm Harbour                          Eckerd, Bealls                  Mail Boxes, Etc., Hallmark, Merle Norman
Pine Tree Plaza                             --                        Great Clips, CiCi's Pizza, Soupersalad
Regency Court                      CompUSA, Office Depot              H&R Block, Mail Boxes Etc., Payless Shoes
                                     Sports Authority                 Loop Restaurant, Ashley Furniture Homestore
South Monroe                              Eckerd                      Rent-A-Center, H&R Block, Blockbuster

Tampa / Orlando
----------------
Beneva Village Shops             Walgreen's, Ross Dress for Less      Stride Rite, GNC, Subway, H&R Block
Bloomingdale Square               Eckerd, Wal-Mart, Beall's           Radio Shack, H&R Block, Hallmark
Kings Crossing Sun City (6)                 --                                  --
Mainstreet Square                       Walgreen's                    Rent-A-Center, Discount Auto Parts, Norwest
Mariner's Village                       Walgreen's                    Supercuts. Pak Mail, Allstate Insurance
Market Place - St. Peters                Eckerd                       Mail Boxes, Etc., Republic, Weight Watchers
Peachland Promenade                         --                        Southern Video, Subway, GNC
Regency Square                         TJ Maxx, AMC                   Pak Mail, Lens Crafter, Jo-Ann Fabrics
   at Brandon (3)                   Staples, Marshalls                S&K Famous Brands, Shoe Carnival
Seven Springs                              Kmart                      State Farm, Subway, H & R Block
Terrace Walk (3)                            --                        Cici's Pizza, Norwest Financial
Town Square (6)                             --                                  --
University Collections                    Eckerd                      Hallmark, Jo-Ann's Fabrics, Dockside Imports
Village Center-Tampa              Walgreen's, Stein Mart              Hallmark, Blockbuster, Mens Warehouse

West Palm Beach /
Treasure Coast
--------------
Boynton Lakes Plaza                     Walgreen's                    Radio Shack, Baskin Robbins, Dunkin Donuts
Chasewood Plaza (3)                     Walgreen's                    Hallmark, GNC, Supercuts
Chasewood Storage (3)                       --                                  --
East Port Plaza                  Walgreen's, Kmart, Sears Homelife    H & R Block, GNC, Subway, Cato
Martin Downs Village Center(3)       Walgreen's, Coastal Care         Payless Theater, Hallmark, Nations Bank
Martin Downs Village Shoppes            Walgreen's                    Mailbox Plus, Allstate, Optical Outlet
Ocean Breeze (3)                     Walgreen's, Coastal Care         Mail Boxes, National Bank, World Travel
Ocean East (5)                           Coastal Care                 Mail Boxes, Nations Bank, Royal Dry Cleaners
Tequesta Shoppes                          Walgreen's                  Mail Boxes, Etc., Hallmark, Radio Shack
Town Center at Martin Dow                   --                        Mail Boxes, Health Exchange, Champs Hair
Wellington Market Place              Walgreen's, United Artists       Pak Mail, Subway, Papa John's
Wellington Town Square               Eckerd                           Mail Boxes, State Farm, Coldwell Banker

Miami / Ft. Lauderdale
-----------------------
Aventura                             Eckerd                           Footlabs, Bank United, City of Aventura
Berkshire Commons                    Walgreen's                       H & R Block, Century 21, Allstate
Garden Square                        Eckerd                           Subway, GNC, Hair Cuttery
North Miami (3)                      Eckerd                                     --
Palm Trails Plaza                           --                        Mail Boxes, Sal's Pizza, Personnel One
Shoppes @ 104                               --                        Mail Boxes Etc., GNC, Subway
Tamiami Trail                        Eckerd                           Mail Boxes, Etc., Radio Shack, Pizza Hut
University Market Place                     --                        H & R Block, Mail Boxes Etc., Olan Mills
Welleby                              Walgreen's                       H & R Block, Mail Boxes Plus, Pizza Hut


Subtotal/Weighted
Average(Florida)

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------

<S>                                  <C>                              <C>


CALIFORNIA

Los Angeles / SCA
-----------------
Bristol and Warner                          --                        Banner Central, Party Supply, Domino's
Costa Verde                          Pier 1, Bookstar                 Blockbuster Video, US Post Office, Subway
Crossroads Plaza                            --                                  --
El Camino                            Sav-On Drugs                     Kinkos, Bank America, State Farm
El Norte Parkway Plaza                      --                        Our Fitness, Great Clips
Folsom (6)                                  --                                  --
Friars Mission                       Long's Drugs                     H&R Block, Mail Boxes Etc., Subway
Hawthorne                                   --                        Hollywood Video, Radio Shack, GNC
Heritage Plaza                       Sav-On Drugs, Ace Hardware       Bank of America, H&R Block, Hallmark
Long Beach Corporate Sq.                    --                                  --
Monrovia (6)                         Ross Dress for Less              Simmons Beautyrest, Airtouch Cellular
Morningside Plaza                           --                        Hallmark, Subway, Mail Boxes Etc.
Newland Center                              --                        Wells Fargo Bank, Kinko's, Starbucks
Oakbrook Plaza                              --                        Century 21, TCBY Yogurt, Subway
Plaza de Hacienda                           --                        Kragen Auto Parts, Taco Bell
Plaza Hermosa                        Sav-On Drugs                     Blockbuster Video, Hallmark, Mail Boxes Etc.
Rancho Santa Margarita (6            Marshalls, Staples                         --
Rona Plaza                                  --                        Home Video, Acapulco Travel
Santa Ana Downtown Plaza              Thrifty Drug                    Blockbuster Video, Little Caesars Pizza
Twin Peaks                               Target                       Starbucks, Subway, GNC, Clothestime
Ventura Village                             --                        Blockbuster Video, Papa Johns Pizza
Westlake Village Plaza                Long's Drugs                    Bank of America, Citibank, Blockbuster Video
Woodman - Van Nuys                          --                        Supercuts, H&R Block, Chief Auto Parts

San Francisco / NCA
-------------------
Arden Square                         Jo-Ann Fabrics, Office Max       Beverages & More, Great Clips
Blossom Valley                       Long's Drugs                     US Post Office, Hallmark, Great Clips
Country Club                         Long's Drugs                     Blockbuster Video, Subway, GNC
Diablo Plaza                         Jo-Ann Fabrics                   Hallmark, Mail Boxes Etc., Clothestime
Encina Grande                        Walgreens                        Blockbuster Video, Radio Shack, Mail Boxes
Loehmann's Plaza                     Long's Drugs, Loehmann's         Starbucks, Hallmark, Blockbuster Video
San Leandro                                 --                        Radio Shack, Hallmark, Blockbuster Video
Sequoia Station                      Long's Drugs, Old Navy           Starbucks, Sees Candie, United Airlines
                                     Barnes and Noble
Strawflower Village                         --                        Hallmark, Mail Boxes Etc., Subway
Tassajara Crossing                   Long's Drugs, Ace Hardware       Citibank, Hallmark, Petco, GNC
The Promenade                        Long's Drugs                     Bank of America, Mail Boxes Etc., GNC
West Park Plaza                      Rite Aid                         Blockbuster Video, Starbucks, Supercuts
Woodside Central                     Marshalls                        Hollywood Video, Pier 1 Imports, GNC


Subtotal/Weighted
Average(California)



TEXAS

Austin
-------
Hancock Center                       Sears, Old Navy                  Hollywood Video, Radio Shack, GNC
North Hills                                 --                        Hollywood Video, Hallmark, Subway

Dallas / Ft. Worth
------------------
Arapaho Village                             --                        H&R Block, Hallmark, GNC, Mail Boxes Etc.
Bethany Lake (5)                            --                        Boss Cleaners, Mr. Parcel, Fantastic Sams
Casa Linda Plaza                     Eckerd, Petco                    Mail Boxes Etc, Blockbuster Video, Hallmark
Cooper Street                        Circuit City, Office Max,        Jo-Ann Fabrics, Mail Boxes Etc., State Farm
                                     Sears Homelife
Creekside (5)                               --                        Hollywood Video, CICI's,Fantastic Sams
Harwood Hills PH I & II                     --                        Good Year, Sport Clips, Pac N Mail
Hebron Park (6)                             --                        Blockbuster Video, Hallmark, GNC
Hillcrest Village                           --                        Blockbuster Video, American Airlines
Keller Town Center (6)                      --                        Sports Clips, Custom Cleaners
MacArthur Park Phase II (            Barnes & Noble                   Coldwell Bankers, Great Clips
Market @ Preston Forest                     --                        Nations Bank, Fantastic Sams
Market @ Round Rock                         --                        Radio Shack, H&R Block, Merle Norman

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------

<S>                                 <C>                               <C>
TEXAS
Dallas / Ft. Worth (Continued)
------------------------------
Mills Pointe                                --                        Blockbuster Video, Hallmark, H&R Block
Mockingbird Commons                         --                        State Farm, GNC, Starbucks
Northview Plaza                             --                        Blockbuster Video, Merle Norman, Pro-Cuts
Preston Brook - Frisco (5                   --                        Coldwell Banker, GNC, Hair Cuttery
Preston Park                         Sony Theatres                    Bath & Body Works, Blockbuster Video
                                                                      Hallmark, Mail Boxes Etc., Starbucks
Prestonwood (6)                             --                        Hallmark, Blockbuster Video, McAlister's
Ridglea Plaza                        Eckerd, Stein Mart               Radio Shack, Mail Boxes Etc., Pro-Cuts
Shiloh Springs (5)                          --                        GNC, Great Clips, Cardsmart
Southpark                            Bealls                           H & R Block, GNC, Mail Boxes Etc.
Tarrant Pkwy Plaza (6)                      --                        Subway, Great Clips, Custom Cleaners
The Village                                 --                        Famous Footwear, Hallmark, Boston Market
Trophy Club (6)                             --                        Blockbuster, Bank of America, Subway
Valley Ranch PH I, II & I                   --                        Mail Boxes Etc., GNC, H&R Block
Village Center - Southlak                   --                        Radio Shack, Papa Johns, Smoothie King

Houston
--------
Champions Forest                     Eckerd                           Mail Boxes Etc., GNC, Fantastic Sams


Subtotal/Weighted
Average(Texas)



GEORGIA

Atlanta
-------
Ashford Place                        Pier 1 Imports                   Baskin Robbin, Mail Boxes, Merle Norman
Braelin Village (5)                   Kmart                           Baskin Robbins, Mail Boxes Etc.,
                                                                      Manhattan Bagel, Blockbuster Video, GNC
Briarcliff LaVista                   Drug Emporium                    Supercuts, Trust Company Bank
Briarcliff Village (6)               Eckerd, TJ Maxx, Office Depot    Subway, Hair Cuttery, Famous Footwear
Buckhead Court                              --                        Pavillion, Bellsouth Mobility
                                                                      Outback Steakhouse
Cambridge Square                            --                        Allstate, AAA Mail & Pkg., Wachovia
Cromwell Square                      CVS Drug, Haverty's Furniture    First Union, Bellsouth Mobility
                                                                      Hancock Fabrics
Cumming 400                          Big Lots                         Pizza Hut, Hair Cuttery, Autozone
Delk Spectrum (3)(5)                 Eckerd                           Mail Boxes, Etc., GNC, Blockbuster Video
Dunwoody Hall                        Eckerd                           Texaco, Blimpie, Nations Bank
Dunwoody Village (5)                        --                        Federal Express, Jiffy Lube, Hallmark
Loehmann's Plaza                     Eckerd, Loehmann's               Mail Boxes, Etc., GNC, H & R Block
Lovejoy Station                             --                        State Farm, Pizza Hut, Supercuts
Memorial Bend                        TJ Maxx                          Pizza Hut, GNC, H & R Block
Orchard Square                      CVS Drug                          Mail Boxes Unlimited, State Farm, Remax
Paces Ferry Plaza                           --                        Blockbuster Video, Nations Bank
                                                                      Sherwin Williams
Powers Ferry Square                 CVS Drug                          Domino's Pizza, Dunkin Donuts, Supercuts
Powers Ferry Village                CVS Drug                          Mail Boxes, Etc., Blimpies
Rivermont Station                   CVS Drug                          Pak Mail, GNC, Wolf Camera
Roswell Village                      Eckerd, Ace Hardware             Hallmark, Pizza Hut, Scholtzyky's
Russell Ridge                               --                        Pizza Hut, Pak Mail, Hallmark, GNC
Sandy Plains Village                 Stein Mart                       H & R Block, Mail Boxes Etc., Subway
Sandy Springs  Village                      --                        Air Touch, Blockbuster Video, Steinway Piano
Trowbridge Crossing (5)                     --                        Domino's, Postal Services, Hair Cuttery

Other Markets
-------------
Evans Crossing                              --                        Subway, Hair Cuttery, Dollar Tree
LaGrangeMarketplace(3)               Eckerd                           Lee's Nails, It's Fashions, One Price Clothing
Parkway Station (5)                         --                        H & R Block, Pizza Hut, Olan Mills


Subtotal/Weighted
Average(Georgia)


</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------

<S>                                  <C>                              <C>

OHIO

Cincinnati
----------
Beckett Commons                             --                        Mail Boxes, Etc., Subway, Taco Bell
Cherry Grove                         CVS Drug, TJ Maxx,               GNC, Hallmark, Sally Beauty Supply
                                     Hancock Fabrics
Hamilton Meadows                      Kmart                           Radio Shack, H&R Block, GNC
Hyde Park Plaza                      Walgreen's, Michaels,            Radio Shack, H&R Block, Hallmark
                                     Barnes & Noble, Old Navy         Blockbuster Video, US Post Office, Kinkos
Shoppes at Mason                            --                        Mail Boxes Etc., GNC, Great Clips
Silverlake                                  --                        Radio Shack, H&R Block, Great Clips
Westchester Plaza                           --                        Pizza Hut, Subway, GNC

Columbus
--------
East Pointe                                 --                        Mail Boxes, Etc., Hallmark, Liberty Mutual
Hampstead Village (6)                       --                        Blockbuster Video, Great Clips
Kingsdale (6)                        Stein Mart, Limited              Hallmark, Goodyear, Jenny Craig
                                     S&K Menswear                     Famous Footware
North Gate/(Maxtown)                        --                        Hallmark, GNC, Great Clips
Park Place                                  --                        Mail Boxes Etc., Domino's, Subway
Windmiller Plaza                     Sears Hardware                   Radio Shack, Sears Optical, Great Clips
Worthington                          CVS Drug                         Little Caesar's, Hallmark, Radio Shack


Subtotal/Weighted
Average(Ohio)



NORTH CAROLINA

Asheville
---------
Oakley Plaza                         CVS Drug, Western Auto           Little Caesar's, Subway
                                     Baby Superstore                    Life Uniform

Charlotte
---------
Carmel Commons                       Eckerd, Piece Goods              Little Caesar's, Radio Shack, Blimpies
City View                            CVS Drug, Public Library         Bellsouth, Willie's Music
Union Square                         CVS Drug,                        Mail Boxes, Etc., Subway, TCBY
                                     Consolidated Theatres

Raleigh / Durham
----------------
Bent Tree Plaza                             --                        Pizza Hut, Manhattan Bagel, Parcel Plus
Garner Town Square                   United Artists, Office Max,      Sears Optical, Friedman's Jewelers
                                       Petsmart                         H & R Block, Shoe Carnival
Glenwood Village                            --                        Domino's Pizza, Simple Pleasures
Lake Pine Plaza                             --                        H & R Block, GNC, Great Clips
Maynard Crossing                            --                        Mail Boxes, Etc., GNC, Hallmark
Southpoint Crossing (5)                     --                        Wolf Camera, GNC, H&R Block
Woodcroft                            Eckerd, True Value               Domino's Pizza, Subway, Allstate

Winston-Salem
-------------
Kernersville Marketplace                    --                        Mail Boxes, Little Caesar's, Great Clips


Subtotal/Weighted
Average(North Carolina)
-------------------------


WASHINGTON

Seattle
-------
Cascade Plaza (6)                    Long's Drugs                     JoAnn Fabrics, Fashion Bug
Inglewood Plaza                             --                        Subway, Domino's Pizza
James Center (6)                            --                        Kinko's, Hollywood Video, U.S. Bank
Lake Meridian                        Bartell Drugs                    Mail Boxes Etc., Starbucks, Home Video
Pine Lake Village                    Rite Aid                         Blockbuster Video, Starbucks, Mail Post
Sammamish Highlands                  Bartell Drugs, Ace Hardware      Hollywood Video, Starbucks, GNC, H&R Block
South Point Plaza                    Rite Aid, Office Depot,          Outback Steakhouse, Mail Boxes Etc.
                                        Pep Boys

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------

<S>                                 <C>                               <C>
WASHINGTON
Seattle (Continued)
-------------------
Southcenter                          Target (4)                       GTE Wireless, Supercuts, Starbucks
Thomas Lake                           Rite Aid                        Blockbuster Video, Great Clips, Subway

Subtotal/Weighted
Average(Washington)
-------------------------

COLORADO

Colorado Springs
----------------
Cheyenne Meadows (5)                        --                        Hallmark, Nail Center, Cost Cutters
Jackson Creek  (5)                          --                        Cost Cutters, Polo Cleaners
Woodman Plaza (6)(5)                        --                        Cost Cutters, GNC, The Nail Center

Denver
------
Boulevard Center                            --                        Bennigans, Great Clips, Mail Boxes Etc.
Buckley Square                       True Value Hardware              Hollywood Video, Radio Shack, Subway
Leetsdale Marketplace                       --                        Blockbuster Video, Radio Shack, GNC
Littleton Square                     Walgreens                        Blockbuster Video, Hallmark, H&R Block
Lloyd King Center (5)                       --                        GNC, Cost Cutters, Hollywood Video
Redlands Marketplace (6)                    --                        Redland Floral & Gifts
Stroh Ranch (5)                             --                        Cost Cutters, Post Net, Dry Clean Station


Subtotal/Weighted
Average(Colorado)

OREGON

Portland
--------
Cherry Park Market (Grmr)                   --                        Hollywood Video, Subway, Baskin Robbins
Murrayhill Marketplace                      --                        True Value, World Gym, State Farm
Sherwood II (6)                             --                                       --
Sherwood Market Center                      --                        Hallmark, Blimpies, GNC, Supercuts
Sunnside 205                                --                        Kinko's, State Farm, Coffee Bistro
Walker Center                        Sportmart                        Blockbuster Video, Postal Annex
West Hills                                  --                        Blockbuster Video, GNC, Starbucks


Subtotal/Weighted
Average(Oregon)

ALABAMA

Birmingham
----------
Villages of Trussville (3)          CVS Drug                          Head Start, Cellular One, Mattress Max
West County Marketplace (3)         Rite Aid, Wal-Mart                Domino's Pizza, GNC, Cato Plus

Montgomery
----------
Country Club (3)                    Rite Aid                          Radio Shack, Subway, Beltone, GNC

Other Markets
-------------
Bonner's Point (3)                  Wal-Mart                          Subway, Domino's Pizza, Cato
Marketplace -                       Wal-Mart                          Domino's Pizza, Subway, Hallmark
   Alexander City (3)


Subtotal/Weighted
Average(Alabama)

ARIZONA
-------
Paseo Village                        Walgreens                        Domino's Pizza, Fantastic Sams
Pima Crossing                        Stein Mart                       Pier 1 Imports, Blockbuster Video, GNC


Subtotal/Weighted
Average(Arizona)

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                     Drug Store &                         Other
Property Name                        Other Anchors                       Tenants
----------------------------     --------------------------     ----------------------------------------------------
<S>                                  <C>                              <C>
TENNESSEE

Nashville
---------
Harpeth Village (5)                         --                        Mail Boxes, Etc., Heritage Cleaners, Great Clips
Nashboro Village                            --                        Hallmark, Fantastic Sams, Cellular Sales
Peartree Village                     Eckerd, Office Max               Hollywood Video, AAA Auto, Royal Thai


Subtotal/Weighted
Average(Tennessee)

MICHIGAN
--------
Fenton Marketplace (6)                      --                                  --
Lakeshore                            Rite Aid                         Hallmark, Subway, Baskin Robbins
Waterford (6)                               --                        Supercuts, Hollywood Entertainment


Subtotal/Weighted
Average(Michigan)


VIRGINIA
--------
Brookville Plaza                            --                        H&R Block, Cost Cutters, Jenny Craig
Statler Square                       CVS Drug, Staples                Hallmark, H & R Block, Hair Cuttery

Subtotal/Weighted
Average(Virginia)

MISSISSIPPI
-----------
Columbia Marketplace(3)              Wal-Mart                         GNC, Radio Shack, Cato
Lucedale Marketplace(3)              Wal-Mart                         Subway, Cato, Byrd's Cleaners


Subtotal/Weighted
Average(Mississippi)

SOUTH CAROLINA
--------------
Merchants Village                           --                        Mail Boxes Etc., Hollywood Video, Hallmark
Queensborough (5)                           --                        Mail Boxes, Etc., Supercuts, Pizza Hut

Subtotal/Weighted
Average(South Carolina)
-------------------------

DELAWARE
--------
Pike Creek                           Eckerd, K-mart                   Radio Shack, H&R Block, TCBY

KENTUCKY
--------
Franklin Square                      Rite Aid, JC Penney              Mail Boxes, Baskin Robbins, Kay Jewelers

ILLINOIS
--------
Hinsdale Lake Commons                Ace Hardware                     Hallmark, Blockbuster Video, Fannie Mae

MISSOURI
--------
St. Ann  Square                      Bally Total Fitness              Great Clips, US Navy, US Marines

WYOMING
-------
Dell Range Road (5)(6)                       --                                 --

</TABLE>
<PAGE>


(1)  Or latest renovation
(2)  Includes development properties.  If development properties are excluded,
     the total percentage leased would be 95.5% for Partnership shopping centers
     and 95.0% for Company shopping centers.
(3)  Company-owned property not owned by the  Partnership.
(4)  Tenant owns its own building.
(5)  Owned by a partnership with outside investors in which the Partnership
     (or the Company in the case of a property referred to in note (3)
     above) or an affiliate is the general partner.
(6)  Property under development or redevelopment.

<PAGE>

Item 3. Legal Proceedings

The Partnership is, from time to time, a party to legal  proceedings which arise
in the  ordinary  course  of its  business.  The  Partnership  is not  currently
involved in any litigation  nor, to  management's  knowledge,  is any litigation
threatened against the Partnership,  the outcome of which would, in management's
judgement  based on information  currently  available,  have a material  adverse
effect on the financial position or results of operations of the Partnership.

Item 4.      Submission of Matters to a Vote of Security Holders

No matters were submitted for partnership unit vote during the fourth quarter of
1999.

                                                PART Il

Item 5.     Market for the Registrant's Common Equity and Related Shareholder
            Matters

There is no  established  public  trading  market  for the units of  partnership
interest in the Partnership  ("Units"),  and Units may be transferred  only with
the consent of the general partner as provided in the Third Amended and Restated
Agreement of Limited Partnership (the "Partnership  Agreement").  As of December
31,  1999,  Regency  was the  only  holder  of  Class B Units,  and  there  were
approximately  46  holders  of  record  in the  aggregate  of  Original  Limited
Partnership  Units,  Additional  Units and Series A, B, C and D Preferred Units,
determined in accordance  with Rule 12g5-1 under the Securities  Exchange Act of
1934, as amended.  To the Partnership's  knowledge,  there have been no bids for
the Units and,  accordingly,  there is no available  information with respect to
the high and low quotation of the Units for any quarter since Regency became the
general partner of the  Partnership.  Each  outstanding  Unit other than Class B
Units and Series A, B, C and D Preferred Units may be exchangeable by its holder
on a one share per one Unit basis,  for the common stock of Regency or for cash,
at Regency's election.

The  Partnership  Agreement  provides  that the  Partnership  will make priority
distributions of Available Cash (as defined in the Partnership  Agreement) first
to Series A, C and D Preferred Units on each March 31, June 30, September 30 and
December 31 in a  distribution  amount  equal to 8.125%,  9.0% and 9.125% of the
original   capital   contribution  per  Series  A,  C  and  D  Preferred  Units,
respectively.  The Partnership Agreement provides that the Partnership will make
priority  distributions  of  Available  Cash  (as  defined  in  the  Partnership
Agreement)  first to Series B Preferred Units on each March 1, June 1, September
1 and December 1 in a distribution amount equal to 8.75% of the original capital
contribution  per Series B  Preferred  Units.  Subject to the prior right of the
holders of Series A, B, C and D  Preferred  Units to receive  all  distributions
accumulated on such Units in full, at the time of each  distribution  to holders
of common stock of Regency, distributions of Available Cash will then be made to
the holders of Additional  Units,  first in an amount per Unit  identical to the
amount  that is  distributed  with  respect to each share of common  stock.  The
Partnership  Agreement  provides  that  all  remaining  Available  Cash  will be
distributed to the General Partner.

Regency's common stock is traded on the New York Stock Exchange under the symbol
"REG".  The  following  table  sets  forth the high and low  prices and the cash
dividends  declared  on  Regency's  common  stock by quarter  for 1999 and 1998.
Quarterly  distributions to limited partners (other than holders of Series A, B,
C and D  Preferred  Units) have been  declared  and paid at the same rate as the
Regency  cash  dividends  since  Regency or its  affiliate  has been the general
partner of the Partnership.

                             1999                              1998
                 ----------------------------     -----------------------------
                                       Cash                             Cash
                    High     Low     Dividends      High      Low    Dividends
                   Price    Price    Declared       Price    Price   Declared
                  -------  ------   ---------      ------   ------  -----------

   March 31       $23.125   18.750      .46       27.812     24.750    .44
   June 30         22.500   19.000      .46       26.687     24.062    .44
   September 30    22.125   19.875      .46       26.500     20.500    .44
   December 31     20.813   18.750      .46       23.437     20.250    .44
<PAGE>


The  Partnership  intends to pay  regular  quarterly  distributions  to its Unit
holders in an amount per Unit identical to the amount  distributed to each share
of Regency common stock.  Future  distributions will be declared and paid at the
discretion of Regency's Board of Directors,  and will depend upon cash generated
by  operating  activities,   the  Partnership's  financial  condition,   capital
requirements,   Regency's  annual  distribution   requirements  under  the  REIT
provisions  of the  Internal  Revenue Code of 1986,  as amended,  and such other
factors as the Board of Directors  deems relevant.  The Partnership  anticipates
that for the foreseeable  future cash available for distribution will be greater
than earnings and profits due to non-cash expenses,  primarily  depreciation and
amortization,  to be  incurred  by the  Partnership.  In order to  maintain  its
qualification as a REIT, Regency must make annual  distributions to shareholders
of at least 95% of its taxable  income (90%  effective  January 1, 2001).  Under
certain circumstances,  which management does not expect to occur, Regency could
be required to make  distributions in excess of cash available for distributions
in order to meet such requirements.

Under  the  loan  agreement  with  the  lenders  of  the   Partnership's   Line,
distributions  may not exceed 95% of Funds from Operations  ("FFO") based on the
immediately preceding four quarters.  Also in the event of any monetary default,
Regency will not make distributions to shareholders and limited partners.

The following describes the registrant's sales of unregistered securities during
the  periods  covered by this  report,  each sold in reliance on Rule 506 of the
Securities Act.

In  November  1998,  the  Partnership  acquired  Park Place  shopping  center in
exchange for 79,466  Additional Units valued at $26 per Unit plus the assumption
of debt secured by Park Place.  During 1999,  3,682 Additional Units were issued
as contingent consideration.

On  September  3, 1999,  the  Partnership  issued $85 million of 8.75%  Series B
Cumulative  Redeemable  Preferred  Units  ("Series  B  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
850,000  Series B Preferred  Units for $100.00 per unit.  The Series B Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  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
3,  2009,  the Series B  Preferred  Units may be  exchanged  for shares of 8.75%
Series B  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series B Preferred  Stock for one Series B Preferred  Unit.
The Series B Preferred  Units and Series B Preferred  Stock are not  convertible
into common stock of the Company.  The net proceeds of the offering were used to
reduce the Line.

On  September  3, 1999,  the  Partnership  issued $75  million of 9.0%  Series C
Cumulative  Redeemable  Preferred  Units  ("Series  C  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
750,000  Series C Preferred  Units for $100.00 per unit.  The Series C Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly dividend at an annualized rate of 9.0%. At any time after September 3,
2009, the Series C Preferred  Units may be exchanged for shares of 9.0% Series C
Cumulative  Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series C Preferred  Stock for one Series C Preferred Unit. The Series C
Preferred  Units and Series C Preferred  Stock are not  convertible  into common
stock of the Company.  The net proceeds of the offering  were used to reduce the
Line.

On September  29, 1999,  the  Partnership  issued $50 million of 9.125% Series D
Cumulative  Redeemable  Preferred  Units  ("Series  D  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
500,000  Series D Preferred  Units for $100.00 per unit.  The Series D Preferred
Units,  which may be called by the  Partnership at par on or after September 29,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly  dividend at an annualized rate of 9.125%. At any time after September
29, 2009,  the Series D Preferred  Units may be  exchanged  for shares of 9.125%
Series D  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series D Preferred  Stock for one Series D Preferred  Unit.
The Series D Preferred  Units and Series D Preferred  Stock are not  convertible
into common stock of the  Company.The  net proceeds of the offering were used to
reduce the Line.
 <PAGE>

On June 29,  1998,  the  Partnership  issued  $80  million  of  8.125%  Series A
Cumulative  Redeemable  Preferred  Units  ("Series  A  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred
Units,  which may be called by the Partnership at par on or after June 25, 2003,
have no stated maturity or mandatory redemption, and pay a cumulative, quarterly
dividend at an annualized  rate of 8.125%.  At any time after June 25, 2008, the
Series A  Preferred  Units  may be  exchanged  for  shares  of  8.125%  Series A
Cumulative  Redeemable  Preferred  Stock of Regency at an  exchange  rate of one
share of Series A Preferred  Stock for one Series A Preferred Unit. The Series A
Preferred  Units and Series A Preferred  Stock are not  convertible  into common
stock of Regency.

During 1998, the Partnership acquired 42 shopping centers and joint ventures for
a total  investment  of $370.3  ("1998  Acquisitions").  With  respect  to these
acquisitions,  during 1999, the Partnership paid contingent consideration valued
at $9.0 million  consisting of 69,555 Units,  3,768 shares of common stock,  and
$7.0 million.  During 2000, the Partnership may pay contingent  consideration of
up to an estimated  $7.5 million,  through the issuance of Units,  stock and the
payment of cash.

The   Partnership   acquired  34  shopping   centers   during  1997  (the  "1997
Acquisitions")   for  approximately   $377.8  million.   Included  in  the  1997
Acquisitions are 26 shopping centers acquired from Branch Properties  ("Branch")
for $232.4 million. During 1999, the Partnership issued 298,064 Additional Units
and  shares  of common  stock  valued at $5.9  million  to Branch as  contingent
consideration  for the  satisfaction  of  certain  performance  criteria  of the
properties  acquired.  During 1998, the  Partnership  issued 721,997  Additional
Units and shares of common stock valued at $18.2 million to Branch as contingent
consideration  for the  satisfaction  of  certain  performance  criteria  of the
properties acquired.
<PAGE>
Item 6. Selected Consolidated Financial Data
(in thousands, except per share data and number of properties)

The following table sets forth Selected Financial Data on a historical basis for
the five years ended December 31, 1999, for the  Partnership.  This  information
should be read in conjunction  with the financial  statements of the Partnership
(including the related notes thereto) and  Management's  Discussion and Analysis
of the Financial Condition and Results of Operations, each included elsewhere in
this Form 10-K.  This historical  Selected  Financial Data has been derived from
the audited financial statements.
<TABLE>
<CAPTION>
                                               1999        1998         1997        1996         1995
                                               ----        ----         ----        ----         ----
<S>                                      <C>             <C>          <C>          <C>         <C>
Operating Data:
Revenues:
  Rental revenues                        $    260,792    108,586       69,748      24,899       14,362
  Other non-rental revenues                    18,239     11,863        8,448       3,444        2,426
  Equity in income of investments
    in real estate partnerships
                                                4,688        946           33          70            4
                                              --------   --------     --------     -------     --------
      Total revenues                          283,719    121,395       78,229      28,413       16,792
                                              --------   --------     --------     -------     --------
 Operating expenses:
  Operating, maintenance and
    real estate taxes                          62,973      25,078      17,755       7,211        4,130
  General and administrative                   19,747      15,064       9,964       6,049        4,895
  Depreciation and amortization
                                               44,891      20,652      12,401       4,345        2,573
                                              --------    -------     --------     --------    --------
      Total operating expenses                127,611      60,794      40,120      17,605       11,598
                                              --------    -------     --------     --------    --------

Interest expense, net of  interest
  income                                       53,888      21,564      13,827       5,866        4,398
                                              --------    --------     -------     --------     -------

      Income before minority interests
        and sale of real estate
        investments                           102,220      39,037      24,282       4,942          796

(Loss) gain on sale of real estate
  investments                                    (233)     10,726         451           -            -
                                              --------    --------     --------    --------     -------

      Income before minority interests        101,987      49,763      24,733       4,942          796

Minority interest
                                               (2,856)       (464)       (505)          -            -
                                              --------    --------    ---------   --------      -------
      Net income                               99,131      49,299      24,228       4,942          796
Preferred unit distributions                  (12,368)     (3,359)          -           -            -
                                              --------    --------    --------   --------      -------

      Net income for common              $     86,763      45,940      24,228       4,942          796
        unitholders                           ========    ========   ========    ========      =======

Income per common unit:
      Basic                              $       1.59        1.62        1,20        0.19         0.04
                                              =======     =======    ========   =========     ========
      Diluted                            $       1.59        1.58        1.13        0.19         0.04
                                              =======     =======    ========   =========     ========

Other Data:
  Original, Additional, and
    Class B Units Outstanding                  57,400      25,685      23,335      10,283        6,740
  Series A , B, C and D Preferred
    Units Outstanding                           3,700       1,600           -           -            -
  Partnership owned gross leasable area        22,841      12,358       7,792       3,638        2,019
  Number of properties
   (at end of period)                             198         109          70          28           13
  Ratio of earnings to fixed charges              1.9         2.0         2.3         1.7          1.1

Balance Sheet Data:
  Real estate investments at cost      $    2,495,935   1,084,532     679,370     257,066      149,735
  Total assets                              2,530,709   1,086,437     683,849     258,184      145,997
  Total debt                                  960,967     480,376     218,337     107,982       55,686
  Partners' capital                         1,503,085     574,268     445,547     143,724       85,863
</TABLE>
<PAGE>

Item 7. 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. Amounts are in thousands,  except per share data and
retail center statistical information.

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 216 properties  included in the Company's  portfolio at
December  31,  1999,  198  properties  were  owned  either fee simple or through
partnerships interests by the Partnership. At December 31, 1999, the Company had
an investment in real estate,  at cost, of  approximately  $2.6 billion of which
$2.4 billion or 96% was owned by the Partnership.

Shopping Center Business

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

                     December 31, 1999                     December 31, 1998
                    ------------------                     ------------------
    Location      # Properties     GLA        % Leased*   # Properties      GLA      % Leased*

    <S>              <C>         <C>          <C>          <C>          <C>          <C>

    Florida              39        4,859,031     93.7%         36         4,571,617      93.8%
    California           36        3,858,628     98.2%          -                 -         -
    Texas                29        3,849,549     94.2%          5           479,900      86.3%
    Georgia              25        2,539,556     91.8%         25         2,560,383      93.1%
    Ohio                 14        1,923,100     98.1%         12         1,527,510      96.8%
    North Carolina       12        1,241,639     97.9%         12         1,239,783      98.3%
    Washington            9        1,066,962     98.1%          -                 -         -
    Colorado             10          903,502     98.0%          5           447,569      95.2%
    Oregon                7          616,070     94.2%          -                 -         -
    Arizona               2          326,984     99.7%          -                 -         -
    Tennessee             3          271,697     98.9%          4           295,179      96.8%
    Michigan              3          250,655     98.7%          2           177,929      99.0%
    Delaware              1          232,754     96.3%          1           232,752      94.8%
    Kentucky              1          205,061     91.8%          1           205,060      95.6%
    Virginia              2          197,324     96.1%          2           197,324      97.7%
    Illinois              1          178,600     85.9%          1           178,600      86.9%
    South Carolina        2          162,056     98.8%          2           162,056     100.0%
    Missouri              1           82,498     95.8%          1            82,498      99.8%
    Wyoming               1           75,000        -           -                 -         -
                     ----------- ------------ ------------ ------------ ------------ ------------
        Total           198       22,840,666     95.5%        109        12,358,160      94.6%
                     =========== ============ ============ ============ ============ ============
</TABLE>


         *  Excludes properties under construction

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


<PAGE>


The following table  summarizes the four largest  grocery tenants  occupying the
Partnership's shopping centers at December 31, 1999:

      Grocery     Number of       % of      % of Annualized   Avg Remaining
      Anchor       Stores      Total GLA       Base Rent        Lease Term
     ---------    ----------    ----------    ---------------  ------------
     Kroger            52          13.2%          11.4%            16 yrs
     Publix            26           5.4%           4.6%            12 yrs
     Safeway           32           6.3%           4.3%            10 yrs
     Albertsons        14           3.2%           3.0%            14 yrs

Acquisition and Development of Shopping Centers

On  September  23,  1998,  the  Company  entered  into an  Agreement  of  Merger
("Agreement")  with Pacific  Retail  Trust  ("Pacific"),  a privately  held real
estate  investment trust. The Agreement,  among other matters,  provided for the
merger of Pacific  into  Regency,  and the  exchange of each  Pacific  common or
preferred  share into 0.48  shares of Regency  common or  preferred  stock.  The
stockholders approved the merger at a Special Meeting of Stockholders of Regency
held February 26, 1999. On February 28, 1999,  the effective date of the merger,
the Company  issued equity  instruments  valued at $770.6 million to the Pacific
stockholders in exchange for their  outstanding  common and preferred shares and
units. The total cost to acquire Pacific was approximately  $1.157 billion based
on the value of Regency shares issued,  including the assumption of $379 million
of outstanding  debt and other  liabilities of Pacific,  and closing costs.  The
price per share used to determine  the purchase  price was $23.325  based on the
five day average of the closing stock price of Regency's common stock on the New
York Stock Exchange  immediately before,  during and after the date the terms of
the merger were agreed to and announced to the public.  The merger was accounted
for as a purchase with the Company as the acquiring entity. Concurrent with this
acquisition,  the Company  contributed all the assets and liabilities of Pacific
to the Partnership in exchange for Class B Units.

During 1998, the Partnership,  through Regency, acquired 42 shopping centers and
joint  ventures for a total  investment  of $370.3 ("1998  Acquisitions").  With
respect to these  acquisitions,  during 1999, the  Partnership  and Regency paid
contingent  consideration  valued at $9.0 million  consisting  of 69,555  Units,
3,768 shares of common stock, and $7.0 million. During 2000, the Partnership and
Regency may pay  contingent  consideration  of up to an estimated  $7.5 million,
through the issuance of Units, stock and the payment of cash.

Results from Operations

Comparison of 1999 to 1998

Revenues  increased  $162.3  million  or 134% to  $283.7  million  in 1999.  The
increase was due primarily to Pacific and the 1998 Acquisitions. At December 31,
1999, the real estate portfolio contained approximately 22.8 million SF, and was
92.6% leased. Minimum rent increased $116.9 million or 134%, and recoveries from
tenants increased $32.8 million or 164%. Other non-rental revenues from property
management,  leasing,  brokerage,  and development  services (service  operation
segment)  provided on properties not owned by the Partnership were $18.2 million
and $11.9 million in 1999 and 1998, respectively.  This increase of $6.3 million
was  the  result  of  higher  gains  on  developments  sold.  During  1998,  the
Partnership  sold four office  buildings and a parcel of land for $30.7 million,
and  recognized  a gain on the  sale of  $10.7  million.  As a  result  of these
transactions the  Partnership's  real estate portfolio is comprised  entirely of
retail  shopping  centers.  The  proceeds  from the sale were used to reduce the
balance of the line of credit.

Operating  expenses  increased  $66.8 million or 110% to $127.6 million in 1999.
Combined  operating  and  maintenance,  and real estate  taxes  increased  $37.9
million or 151% during 1999 to $63 million. The increases are due to Pacific and
the 1998 Acquisitions.  General and administrative expenses increased 32% during
1999 to $19.3  million due to the hiring of new  employees  and  related  office
expenses necessary to manage the shopping centers acquired during 1999 and 1998.
Depreciation  and  amortization  increased  $24.2  million  during  1999 or 117%
primarily due to Pacific and the 1998 Acquisitions.

Interest expense  increased to $56 million in 1999 from $23.5 million in 1998 or
139% due to increased average outstanding loan balances related to the financing
of Pacific and the 1998 Acquisitions on the Line and the assumption of debt.
<PAGE>

Net income for common unit holders was $86.8  million in 1999 vs. $45.9  million
in 1998, a $40.9 million or 89% increase for the reasons  previously  described.
Diluted  earnings  per unit in 1999 was $1.59 vs.  $1.58 in 1998 due to the gain
offset by the dilutive impact from the increase in weighted average common units
and equivalents of 26.9 million primarily due to the acquisition of Pacific.

Comparison of 1998 to 1997

Revenues  increased $43.2 million or 55% to $121.4 million in 1998. The increase
was due primarily to the 1998 and 1997  Acquisitions.  At December 31, 1998, the
real estate  portfolio  contained  approximately  12.4 million SF, and was 93.6%
leased. Minimum rent increased $31.3 million or 56%, and recoveries from tenants
increased  $6.9 million or 53%.  Revenues  from  property  management,  leasing,
brokerage,  and development  services  (service  operation  segment) provided on
properties not owned by the  Partnership  were $11.9 million in 1998 compared to
$8.4 million in 1997, the increase due primarily to increased brokerage fees and
increased  activity in construction  and  development for third parties.  During
1998, the Partnership  sold four office buildings and a parcel of land for $30.7
million,  and  recognized  a gain on the sale of $10.7  million.  As a result of
these transactions the Partnership's real estate portfolio is comprised entirely
of retail shopping  centers.  The proceeds from the sale were used to reduce the
balance of the line of credit.

Operating  expenses  increased  $20.6  million or 52% to $60.8  million in 1998.
Combined operating and maintenance, and real estate taxes increased $7.3 million
or 41% during 1998 to $25.1 million.  The increases are due to the 1998 and 1997
Acquisitions.  General and administrative  expenses increased 51% during 1998 to
$15.1  million due to the hiring of new employees  and related  office  expenses
necessary to manage the shopping  centers acquired during 1998 and 1997, as well
as, the shopping centers the Partnership began managing for third parties during
1998 and 1997.  Depreciation and amortization increased $8.3 million during 1998
or 67% primarily due to the 1998 and 1997 Acquisitions.

Interest  expense  increased to $23.5 million in 1998 from $14.8 million in 1997
or 59%  due to  increased  average  outstanding  loan  balances  related  to the
financing of the 1998 and 1997  Acquisitions  on the Line and the  assumption of
debt.  Weighted  average  interest rates increased 0.1% during 1998. See further
discussion  under  Acquisition and Development of Shopping Centers and Liquidity
and Capital Resources.

Net income for common unit holders was $45.9  million in 1998 vs. $24.2  million
in 1997, a $21.7 million or 90% increase for the reasons  previously  described.
Diluted  earnings  per  unit in 1998  was  $1.58  vs.  $1.13  in 1997 due to the
increase in net income  combined  with the dilutive  impact from the increase in
weighted  average common units and  equivalents of 8.6 million  primarily due to
the acquisition of Branch and Midland.

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 $142.0  million and $54.0 million for the years ended
December 31, 1999 and 1998, 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 $18.9 million and $6.9 million,  during 1999 and
1998,  respectively.  The Partnership paid scheduled  principal payments of $6.1
million and $3.1 million  during 1999 and 1998,  respectively.  The  Partnership
paid  distributions  of $15.5  million and $5.3  million,  during 1999 and 1998,
respectively, to its Common and Series A , B, C and D Preferred unitholders.

Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  and  acquisition,
renovation and  development of shopping  centers from: (i) excess cash generated
from operating activities,  (ii) working capital reserves, (iii) additional debt
borrowings,  and (iv) additional  equity raised in the public markets.  Net cash
used in investing activities was $211.9 million and $235.7 million,  during 1999
and  1998,   respectively,   primarily  for  purposes   discussed   above  under
Acquisitions and Development of Shopping Centers. Net cash provided by financing
activities  was  $105.3  million  and  $182.6  million  during  1999  and  1998,
respectively, primarily related to the proceeds from the preferred unit and debt
offerings  completed during 1999 and 1998. At December 31, 1999, the Partnership
had 50 shopping centers under construction or undergoing major renovations, with
costs to date of $271.3 million. Total committed costs necessary to complete the
properties  under  development  is  estimated  to be $135  million  and  will be
expended through 2000.
<PAGE>

During  1999,  the Board of Directors  authorized  the  repurchase  of up to $65
million of the Company's  outstanding  shares from time to time through periodic
open  market  transactions  or through  privately  negotiated  transactions.  At
December  31, 1999,  the Company had  repurchased  2.7 million  shares for $54.5
million  of  which  the  majority  of  the  funds  came  from  the  Partnership.
Accordingly, 2.7 million Class B Units are currently held in treasury.

The Partnership's outstanding debt at December 31, 1999 and 1998 consists of the
following (in thousands):

                                                    1999         1998
                                                  -------       ------
  Notes Payable:
      Fixed rate mortgage loans             $      331,716      230,398
      Variable rate mortgage loans                  11,376       11,051
      Fixed rate unsecured loans                   370,696      121,296
                                                   -------      -------
            Total notes payable                    713,788      362,745
  Acquisition and development line of credit       247,179      117,631
                                                   -------      -------
            Total                            $     960,967      480,376
                                                   =======      =======

During February,  1999, the Partnership modified the terms of its unsecured line
of credit (the "Line") by increasing the commitment to $635 million. This credit
agreement also provides for a competitive  bid facility of up to $250 million of
the  commitment  amount.  Maximum  availability  under  the Line is based on the
discounted value of a pool of eligible  unencumbered  assets  (determined on the
basis of capitalized net operating  income) less the amount of the Partnership's
outstanding unsecured liabilities. The Line matures in February 2001, but may be
extended  annually for one year periods.  The Partnership is required to comply,
and is in compliance,  with certain financial and other covenants customary with
this type of unsecured financing. These financial covenants include among others
(i) maintenance of minimum net worth,  (ii) ratio of total  liabilities to gross
asset value,  (iii) ratio of secured  indebtedness  to gross asset  value,  (iv)
ratio of EBITDA to  interest  expense,  (v) ratio of EBITDA to debt  service and
reserve for replacements, and (vi) ratio of unencumbered net operating income to
interest  expense  on  unsecured  indebtedness.  The Line is used  primarily  to
finance the acquisition  and  development of real estate,  but is also available
for general working capital purposes.

Mortgage loans are secured by certain real estate properties, and may be prepaid
subject to a  prepayment  of a  yield-maintenance  premium.  Mortgage  loans are
generally due in monthly  installments of interest and principal and mature over
various  terms  through  2019.  Variable  interest  rates on mortgage  loans are
currently  based on LIBOR  plus a spread in a range of 125  basis  points to 150
basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.8%.

During 1999,  the  Partnership  assumed debt with a fair value of $411.2 million
related to the acquisition of real estate,  which includes debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are being amortized over the terms of the related debt instruments0.

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


As of December 31, 1999, scheduled principal repayments on notes payable and the
Line for the next five years were as follows (in thousands):

                                       Scheduled
                                       Principal    Term Loan      Total
     Scheduled Payments by Year        Payments    Maturities    Payments
                                      ----------  ------------  ----------

     2000                                   5,711       41,942       47,653
     2001                                   8,053      293,027      301,080
     2002                                   4,943       44,091       49,034
     2003                                   4,933       13,299       18,232
     2004                                   5,327      199,866      205,193
     Beyond 5 Years                        36,833      290,365      327,248
     Net unamortized debt premiums              -       12,527       12,527
                                       ----------    ---------    ---------
                                      $    65,850      895,117      960,967
     Total                             ==========    =========    =========
<PAGE>

Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$50.3 million at December 31, 1999, and the Partnership's proportionate share of
these loans was $21.2 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's real estate portfolio has grown substantially during 1999 as a
result of the  acquisitions  and development  discussed  above.  The Partnership
intends to continue to acquire and develop  shopping centers in the near future,
and expects to meet the related  capital  requirements  from  borrowings  on the
Line.  The  Partnership  expects  to  repay  the  Line  from  time to time  from
additional public and private equity or debt offerings,  such as those completed
in previous  years.  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.

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,  1999.  FAS 133  establishes  accounting  and
reporting standards for derivative  instruments and hedging activities.  FAS 133
requires  entities to recognize all  derivatives as either assets or liabilities
in  the  balance  sheet  and  measure  those  instruments  at  fair  value.  The
Partnership  does not  believe  FAS 133 will  materially  effect  its  financial
statements.

Environmental Matters

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

Inflation

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

Year 2000 System Compliance

Management  recognized  the  potential  effect  Year  2000  could  have  on  the
Partnership's  operations  and, as a result,  implemented a Year 2000 Compliance
Project.  The project  included an  awareness  phase,  an  assessment  phase,  a
renovation phase, and a testing phase of the data processing network, accounting
and property  management  systems,  computer  and  operating  systems,  software
packages,  and building management systems.  The project also included surveying
major tenants and financial  institutions.  The Partnership's computer hardware,
operating systems,  business systems, general accounting and property management
systems and principal  desktop  software  applications  are Year 2000 compliant.
Additionally,  the  Partnership  did not incur and does not expect any  business
interruption as a result of any of its customers or financial  institutions  not
being Year 2000 compliant.


Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Partnership is exposed to interest rate changes primarily as a result of its
line of credit and  long-term  debt used to maintain  liquidity and fund capital
expenditures and expansion of 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 no plans to enter into derivative or interest rate  transactions
for speculative purposes, and at December 31, 1999, the Partnership did not have
any borrowings hedged with derivative financial instruments.

The Partnership's interest rate risk is monitored using a variety of techniques.
The table below presents the principal  amounts  maturing (in  thousands)  based
upon contractual terms,  weighted average interest rates of debt remaining,  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            $  47,521     42,656    49,034   18,232  205,193   327,248    689,884   704,412
Average interest rate for
  all debt                      7.80%      7.81%     7.78%    7.70%    7.66%    7.81%          -         -

Variable rate LIBOR debt   $     131    258,424         -        -        -        -     258,555   258,555
Average interest rate for
  all debt                      6.13%      6.13%        -        -        -        -           -         -

</TABLE>


As the table  incorporates  only those  exposures  that exist as of December 31,
1999, 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  Partnership's  ultimate  realized  gain or loss  with  respect  to
interest rate  fluctuations  will depend on the exposures  that arise during the
period, the Company's hedging strategies at that time, and interest rates.

Forward Looking Statements

This report contains certain forward-looking statements (as such term is defined
in the  Private  Securities  Litigation  Reform  Act of  1995)  and  information
relating to the  Partnership  that is based on the beliefs of the  Partnership's
management,  as well as assumptions made by and information  currently available
to  management.  When  used in this  report,  the words  "estimate,"  "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to  identify  forward-looking  statements.  Such  statements  involve  known and
unknown  risks,  uncertainties  and other  factors  that may  cause  the  actual
results, performance or achievements of the Partnership, or industry results, to
be materially  different from any future  results,  performance or  achievements
expressed or implied by such forward-looking  statements.  Such factors include,

<PAGE>

among others, the following:  general economic and business conditions;  changes
in customer preferences;  competition; changes in technology; the integration of
acquisitions,  including Pacific; changes in business strategy; the indebtedness
of the Partnership;  quality of management,  business  abilities and judgment of
the Partnership's personnel; the availability,  terms and deployment of capital;
and various other factors  referenced in this report.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date  hereof.  The  Partnership  does not  undertake  any  obligation  to
publicly  release any revisions to these  forward-looking  statements to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

Item 8.  Consolidated Financial Statements and Supplementary Data

The Consolidated  Financial  Statements and supplementary  data included in this
Report are listed in Part IV, Item 14(a).



Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.





                                               PART III

Item 10. Directors and Executive Officers of the Registrant

The Partnership is managed by Regency,  its general partner.  Consequently,  the
information  required by this item is reflected in and is hereby incorporated by
reference to the information  contained in Regency's  definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange  Commission  within  120 days  after the end of its  fiscal  year.  The
following  table  provides  information  concerning  the  executive  officers of
Regency.

 Executive Officer                        Positions with the Company
      (Age)                   Principal Occupations During the Past Five Years

Martin E. Stein, Jr.        Chairman,  Chief  Executive  Officer, and Director
    (age 47)                of the Company since its initial public offering in
                            October 1993; previously President of the Company's
                            predecessor real estate division since 1976.

Mary Lou Fiala              President and Chief Operating Officer since January,
   (age 48)                 1999 and Director of the Company since March, 1997;
                            Managing Director - Security  Capital U.S. Realty
                            Strategic Group From March 1997 to January  1999;
                            Senior Vice President and Director of Stores, New
                            England - Macy's East/ Federated Department Stores
                            from 1994 to March 1997; various retailing positions
                            since joining Macy's in  1977, including Senior Vice
                            President  for  Federated's  Burdines  Division  and
                            Henri Bendel.

Bruce M. Johnson            Managing Director and Chief Financial Officer of the
    (age 52)                Company since its initial public offering in October
                            1993, and Executive Vice President of the Company's
                            predecessor real estate division since 1979.

<PAGE>


Item 11.       Executive Compensation

The Partnership is managed by Regency,  its general partner.  Consequently,  the
information  required by this item is reflected in and is hereby incorporated by
reference to the information  contained in Regency's  definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days after the end of its fiscal year.

Item 12.       Security Ownership of Certain Beneficial Owner and Management

Information  known to the Partnership  with respect to beneficial  ownership (as
defined in Rule 13d-3 under the Securities  Exchange Act of 1934, as amended) of
more than 5% of the outstanding Class B Units as of March 24, 2000 is as follows




                   NO. OF UNITS                     BENEFICIALLY
CLASS             BENEFICIAL OWNER                    OWNED         % OF CLASS

Class B Units      Regency Realty Corporation        55,123,067        100%
                   121 W. Forsyth St., Suite 200
                   Jacksonville, Florida 32202




The Partnership has no directors or executive officers and is managed by Regency
as the general partner of the Partnership.  Other than Lee S. Wielansky and John
F. Euart, Jr., no director or executive  officer of Regency  personally owns any
Units of the Partnership as of March 24, 2000.

Information  concerning  the  beneficial  ownership of shares of common stock of
Regency by its directors and executive officers,  as well as by persons believed
to be the  beneficial  owner of more  than 5% of  Regency's  outstanding  common
stock,  is hereby  incorporated  by  reference to the  information  contained in
Regency's   definitive   proxy   statement  for  its  2000  Annual   Meeting  of
Shareholders.


Item 13.       Certain Relationships and Related Transactions

The Partnership is managed by Regency,  its general partner.  Consequently,  the
information  required by this item is reflected in and is hereby incorporated by
reference to the information  contained in Regency's  definitive proxy statement
for its 2000 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days after the end of its fiscal year.


<PAGE>



                               PART IV


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

    (a) Financial Statements and Financial Statement Schedules:

The Partnership's 1999 financial  statements and financial  statement  schedule,
together  with the reports of KPMG LLP dated  January 26, 2000 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:

3.      Third Amended and Restated  Agreement of Limited  Partnership of Regency
        Centers, L.P., as amended, incorporated by reference to Exhibit 10(q) of
        Regency Realty  Corporation's  Form 10-K for the year ended December 31,
        1999, filed March 17, 2000.

4.      Instruments defining Rights of Security Holders

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

          (b)  Indenture dated March 9, 1999 between Regency Centers,  L.P., the
               guarantors  named  therein  and First  Union  National  Bank,  as
               trustee   (incorporated  by  reference  to  Exhibit  4.1  to  the
               registration statement on Form S-3 of Regency Centers, L.P., No.
               333-72899)

10.     Material Contracts

          (a)  Amended and Restated Credit Agreement dated as of February 26,
               1999 by and among Regency Centers,  L.P., a Delaware limited
               partnership (the "Borrower"),  Regency Realty Corporation, a
               Florida corporation (the "Parent"),  each of the financial
               institutions initially a signatory hereto together with their
               assignees,  (the "Lenders"),  and Wells Fargo Bank, National
               Association, as contractual representative of the Lenders to the
               extent and in the manner provided, incorporated by reference to
               Exhibit  10(u) of Regency Realty Corporation's Form 10-K for the
               year ended  December 31,  1998,  filed March 15, 1999.

                      (i)    Letter Agreement dated August 30, 1999 amending the
                             Amended  and  Restated   Credit   Agreement   dated
                             February  26,  1999,  incorporated  by reference to
                             Exhibit  10(r)(i) of Regency  Realty  Corporation's
                             Form 10-K for the year  ended  December  31,  1999,
                             filed March 17, 2000.

                      (ii)   Letter  Agreement  dated  October 29, 1999 amending
                             the Amended and  Restated  Credit  Agreement  dated
                             February  26,  1999,  incorporated  by reference to
                             Exhibit  10(r)(ii) of Regency Realty  Corporation's
                             Form 10-K for the year  ended  December  31,  1999,
                             filed March 17, 2000.

21.     Subsidiaries  of the Registrant  incorporated by reference to Exhibit 21
        of Regency  Realty  Corporation's  Form 10-K for the year ended December
        31, 1999, filed March 17, 2000.

23.     Consent of KPMG LLP

27.     Financial Data Schedule
<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.

                              REGENCY CENTERS, L.P.

                              By:       REGENCY REALTY CORPORATION,
                                        Its General Partner


Date:   March 17, 2000        By:   /s/ Martin E. Stein, Jr.
                                       ------------------------
                                      Martin E Stein, Jr., Chairman of the Board
                                      and Chief Executive Officer

Date:   March 17, 2000         By:  /s/ Bruce M. Johnson
                                       --------------------
                                        Bruce M. Johnson, Managing Director and
                                        Principal Financial Officer

Date:   March 17, 2000         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, 2000              /s/ Martin E. Stein, Jr.
                                        ------------------------
                                      Martin E. Stein, Jr.,Chairman of the Board
                                      and Chief Executive Officer

Date:   March 17, 2000              /s/ Mary Lou Fiala
                                        ------------------------
                                      Mary Lou Fiala, President, Chief Operating
                                      Officer and Director

Date:   March 17, 2000              /s/ Thomas B. Allin
                                        ------------------------
                                       Thomas B. Allin, Director

Date:   March 17, 2000              /s/ Raymond L. Bank
                                        ------------------------
                                       Raymond L. Bank, Director

Date:   March 17, 2000              /s/ A. R. Carpenter
                                        ------------------------
                                       A. R. Carpenter, Director

Date:   March 17, 2000              /s/ Jeffrey A. Cozad
                                        ------------------------
                                       Jeffrey A. Cozad, Director

Date:   March 17, 2000              /s/ J. Dix Druce, Jr.
                                        ------------------------
                                       J. Dix Druce, Jr., Director

Date:   March 17, 2000              /s/ John T. Kelley
                                        ------------------------
                                       John T. Kelley, Director

Date:   March 17, 2000              /s/ Douglas S. Luke
                                        ------------------------
                                       Douglas S. Luke, Director

Date:   March 17, 2000              /s/ John C. Schweitzer
                                        ------------------------
                                       John C. Schweitzer, Director

Date:   March 17, 2000              /s/ Lee Wielansky
                                        ------------------------
                                       Lee Wielansky, Director

Date:   March 17, 2000              /s/ Terry N. Worrell
                                        -----------------------
                                       Terry N. Worrell, Director

<PAGE>

                               REGENCY CENTERS, L.P.

                          INDEX TO FINANCIAL STATEMENTS




Regency Centers, L.P.

     Independent Auditors' Report                                         F-2
     Consolidated Balance Sheets as of December 31, 1999 and 1998         F-3
     Consolidated Statements of Operations for the years ended
         December 31, 1999, 1998, and 1997                                F-4
     Consolidated Statements of Changes in Capital for the
         years ended  December 31, 1999, 1998 and 1997                    F-5
     Consolidated Statements of Cash Flows for the years ended
         December 31, 1999, 1998, and 1997                                F-6
     Notes to Consolidated Financial Statements                           F-8


Financial Statement Schedule

     Independent Auditors' Report on Financial Statement Schedule         S-1

     Schedule III - Regency Centers, L.P. Combined Real Estate and
         Accumulated Depreciation - December 31, 1999                     S-2



    All other  schedules are omitted  because they are not applicable or because
    information  required therein is shown in the financial  statements or notes
    thereto.

















                                       F-1


<PAGE>



                          Independent Auditors' Report


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


We have audited the accompanying consolidated balance sheets of Regency Centers,
L.P. as of December 31, 1999 and 1998, and the related  consolidated  statements
of operations,  changes in capital,  and cash flows for each of the years in the
three-year  period  ended  December  31,  1999.  These  consolidated   financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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 consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Regency Centers,
L.P. as of December 31, 1999 and 1998,  and the results of their  operations and
their cash flows for each of the years in the  three-year  period ended December
31, 1999 in conformity with generally accepted accounting principles.





                                     KPMG LLP





Jacksonville, Florida
January 26, 2000

                                   F-2
<PAGE>
                                           REGENCY CENTERS, L.P.
                                        Consolidated Balance Sheets
                                        December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                        1999                      1998
                                                                                      --------                   ------
<S>                                                                             <C>                        <C>

Assets
Real estate investments, at cost: (notes 2, 5 and 9):
    Land                                                                        $   538,881,578               222,259,131
    Buildings and improvements                                                    1,722,813,591               795,124,798
    Construction in progress - development for investment                            81,995,169                15,647,659
    Construction in progress - development for sale                                  85,305,724                20,869,915
                                                                                 ---------------           ---------------
                                                                                  2,428,996,062             1,053,901,503
    Less:  accumulated depreciation                                                  81,294,400                36,752,466
                                                                                 ---------------           ---------------
                                                                                  2,347,701,662             1,017,149,037

    Investments in real estate partnerships (note 4)                                 66,938,784                30,630,540
                                                                                 ---------------           ---------------
          Net real estate investments                                             2,414,640,446             1,047,779,577

Cash and cash equivalents                                                            50,964,920                15,536,926

Note receivable                                                                      15,673,125                         -

Tenant receivables, net of allowance for uncollectible accounts
    of $1,883,547 and $1,787,866 at December 31, 1999
    and 1998, respectively                                                           30,884,172                13,712,937
Deferred costs, less accumulated amortization of
    $5,498,619 and $2,350,267 at December 31, 1999
    and 1998, respectively                                                           11,272,866                 5,156,289
Other assets                                                                          7,273,925                 4,251,221
                                                                                 ---------------           ---------------
                                                                                $ 2,530,709,454             1,086,436,950
                                                                                 ===============           ===============
Liabilities and Partners' Capital
Liabilities:
    Notes payable (note 2 and 5)                                                    713,787,207               362,744,897
    Acquisition and development line of credit (note 5)                             247,179,310               117,631,185
    Accounts payable and other liabilities                                           47,981,987                17,596,224
    Tenants' security and escrow deposits                                             7,566,967                 2,638,033
                                                                                 ---------------           ---------------
           Total liabilities                                                      1,016,515,471               500,610,339
                                                                                 ---------------           ---------------
Limited partners' interest in consolidated partnerships                              11,108,994                11,558,619
                                                                                 ---------------           ---------------
Partners' Capital (notes 2,6,7 and 8):
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at December 31, 1999 and
     December 31, 1998                                                               78,800,000                78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at December 31, 1999                                     82,799,720                         -
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at December 31, 1999                                     73,058,577                         -
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at December 31, 1999                                     49,157,977                         -
General partner; 55,535,928 and 24,537,723 units outstanding
     at December 31, 1999 and 1998, respectively                                  1,179,400,122               472,748,608
Limited partners; 1,863,604 and 1,147,446 units outstanding
     at December 31, 1999 and 1998, respectively                                     39,868,593                22,719,384
                                                                                 ---------------           ---------------
          Total partners' capital                                                 1,503,084,989               574,267,992
                                                                                 ---------------           ---------------
Commitments and contingencies (notes 9 and 10)

                                                                                $ 2,530,709,454             1,086,436,950
                                                                                 ===============           ===============
</TABLE>


See accompanying notes to consolidated financial statements.

                              F-3
<PAGE>
                               REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
                For the Years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>


                                                                      1999                 1998                 1997
                                                                     ------               ------               ------
<S>                                                            <C>                    <C>                  <C>

Revenues:
    Minimum rent (note 9)                                      $     203,858,715           86,945,086           55,610,184
    Percentage rent                                                    4,115,179            1,652,560            1,078,692
    Recoveries from tenants                                           52,817,868           19,988,640           13,058,816
    Other non-rental revenues                                         18,239,486           11,862,784            8,447,615
    Equity in income of investments in
       real estate partnerships                                        4,687,944              946,271               33,311
                                                                 ----------------     ----------------     ----------------
          Total revenues                                             283,719,192          121,395,341           78,228,618
                                                                 ----------------     ----------------     ----------------
    Operating expenses:
    Depreciation and amortization                                     44,890,628           20,652,375           12,401,128
    Operating and maintenance                                         36,259,450           14,875,587           10,950,495
    General and administrative                                        19,274,225           14,564,148            9,324,928
    Real estate taxes                                                 26,714,308           10,202,308            6,803,927
    Other expenses                                                       472,526              500,000              639,000
                                                                 ----------------     ----------------     ----------------
          Total operating expenses                                   127,611,137           60,794,418           40,119,478
                                                                 ----------------     ----------------     ----------------
    Interest expense (income):
    Interest expense                                                  56,033,260           23,464,311           14,761,774
    Interest income                                                   (2,144,885)          (1,900,136)            (934,473)
                                                                 ----------------     ----------------     ----------------
          Net interest expense                                        53,888,375           21,564,175           13,827,301
                                                                 ----------------     ----------------     ----------------
          Income before minority interests and sale
            of real estate investments                               102,219,680           39,036,748           24,281,839
                                                                 ----------------     ----------------     ----------------
(Loss) gain on sale of real estate investments                          (232,989)          10,725,975              450,902
Minority interest of limited partners                                 (2,855,404)            (464,098)            (504,957)
                                                                 ----------------     ----------------     ----------------
Net income                                                            99,131,287           49,298,625           24,227,784

Preferred unit distributions                                         (12,368,403)          (3,358,333)                   -
                                                                 ----------------     ----------------     ----------------
          Net income for common unitholders                    $      86,762,884           45,940,292           24,227,784
                                                                 ================     ================     ================
Net income per common unit (note 7):
          Basic                                                $            1.59                 1.62                 1.20
                                                                 ================     ================     ================
          Diluted                                              $            1.59                 1.58                 1.13
                                                                 ================     ================     ================

</TABLE>

See accompanying notes to consolidated financial statements

                              F-4
<PAGE>
                                       REGENCY CENTERS, L.P.
                               Consolidated Statement of Changes in Capital
                            For the Years Ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>

                                                     Predecessor        Preferred        General          Limited          Total
                                                       Equity             Units          Partner         Partners         Capital
                                                     ------------      ----------       ----------      ----------       -----------
<S>                                            <C>                  <C>             <C>              <C>             <C>

Balance December 31, 1996                      $      143,724,221               -                -               -      143,724,221
Reclassification of predecessor equity
  upon formation of the Partnership                  (143,724,221)              -      143,724,221               -                -
Net income                                                      -               -       22,185,961       2,041,823       24,227,784
Units issued for acquisition
  of real estate                                                -               -       16,227,869      96,380,706      112,608,575
Units issued for cash                                           -               -                -       2,255,140        2,255,140
Units issued as a result of common
  stock issued by Regency                                       -               -      227,953,752               -      227,953,752
Cash distributions for dividends                                -               -      (35,093,345)     (1,900,288)     (36,993,633)
Other contributions (distributions), net                        -               -      (28,229,211)              -      (28,229,211)
Units exchanged for common
  stock of Regency                                                              -       85,460,247     (85,460,247)               -
                                                    --------------  --------------  ---------------  --------------  ---------------
Balance December 31, 1997                                       -               -      432,229,494      13,317,134      445,546,628
Net income                                                      -       3,358,333       44,114,019       1,826,273       49,298,625
Cash received for issuance of
  preferred units, net                                          -      78,800,000                -               -       78,800,000
Units issued as a result of common
  stock issued by Regency                                       -               -       13,425,337           7,694       14,433,031
Cash distributions for dividends                                -               -      (50,295,345)     (1,891,368)     (52,186,713)
Preferred unit distribution                                     -      (3,358,333)               -               -       (3,358,333)
Other contributions (distributions), net                        -               -        7,582,224               -        7,582,224
Units issued for acquisition
  of real estate                                                                -        3,102,555      32,049,975       35,152,530
Units exchanged for common
  stock of Regency                                              -               -       15,940,506     (15,940,506)               -
Reallocation of limited partners interest                       -               -        6,649,818      (6,649,818)               -
                                                    --------------  --------------  ---------------  --------------  ---------------
Balance December 31, 1998                      $                -      78,800,000      472,748,608      22,719,384      574,267,992
Net income                                                      -      12,368,403       83,865,106       2,897,778       99,131,287
Cash received for the issuance of
  preferred units, net                                                205,016,274                -               -      205,016,274
Cash distributions for dividends                                -               -      (97,623,424)     (3,140,849)    (100,764,273)
Preferred unit distribution                                     -     (12,368,403)               -               -      (12,368,403)
Repurchase of Regency stock and
  corresponding units                                           -               -      (54,536,612)              -      (54,536,612)
Other contributions (distributions), net                        -               -       (2,952,539)              -       (2,952,539)
Units issued for acquisition
  of real estate                                                                -      766,258,365      26,608,892      792,867,257
Units issued as a result of common
  stock issued by Regency                                       -               -        4,044,945               -        4,044,945
Units converted for cash                                                        -                -      (1,620,939)      (1,620,939)
Units exchanged for common
  stock of Regency                                              -               -        7,595,673      (7,595,673)               -
                                                    --------------  --------------  ---------------  --------------  ---------------
Balance December 31, 1999                      $                -     283,816,274    1,179,400,122      39,868,593    1,503,084,989
                                                    ==============  ==============  ===============  ==============  ===============

</TABLE>



See accompanying notes to consolidated financial statements

                              F-5
<PAGE>
                                 REGENCY CENTERS, L.P.
                        Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>


                                                                              1999              1998              1997
                                                                             ------            ------            ------
<S>                                                                    <C>                 <C>               <C>

Cash flows from operating activities:
    Net income                                                         $     99,131,287        49,298,625        24,227,784
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                      44,890,628        20,652,375        12,401,128
          Deferred financing cost and debt premium amortization                 132,103        (1,152,250)          434,826
          Services provided by Regency in exchange for units                  3,821,570         3,199,808         2,858,772
          Minority interest of limited partners                               2,855,404           464,098           504,957
          Equity in income of investments in real estate partnerships        (4,687,944)         (946,271)          (33,311)
          Loss (gain) on sale of real estate investments                        232,989       (10,725,975)         (450,902)
          Changes in assets and liabilities:
              Tenant receivables                                            (12,256,210)       (4,245,674)       (4,232,165)
              Deferred leasing commissions                                   (4,557,488)       (2,079,252)         (870,857)
              Other assets                                                       (6,123)       (4,003,247)       (1,701,232)
              Tenants' security and escrow deposits                           1,225,046           484,181           892,917
              Accounts payable and other liabilities                         11,207,663         3,057,923           203,025
                                                                         ---------------   ---------------   ---------------
                 Net cash provided by operating activities                  141,988,925        54,004,341        34,234,942
                                                                         ---------------   ---------------   ---------------
Cash flows from investing activities:
     Acquisition and development of real estate                            (121,021,353)     (230,037,657)     (127,716,692)
     Acquisition of Pacific, net of cash acquired                            (9,046,230)                -                 -
     Investment in real estate partnerships                                 (30,752,019)      (29,068,392)                -
     Capital improvements                                                   (18,915,839)       (6,922,203)       (5,226,138)
     Construction in progress for sale, net of reimbursement                (38,246,886)         (696,876)      (23,776,953)
     Proceeds from sale of real estate investments                            5,389,760        30,662,197         2,645,229
     Distributions received from real estate partnership investments            704,474           383,853            68,688
                                                                         ---------------   ---------------   ---------------
                 Net cash used in investing activities                     (211,888,093)     (235,679,078)     (154,005,866)
                                                                         ---------------   ---------------   ---------------
Cash flows from financing activities:
     Cash contributions from the issuance of Regency stock
         and exchangeable partnership units                                     223,375        10,233,223       227,350,120
     Repurchase of Regency stock and corresponding units                    (54,536,612)                -                 -
     Redemption of exchangeable partnership units                            (1,620,939)                -                 -
     Net (distributions) contributions limited partners
        in consolidated partnerships                                         (1,071,831)        4,289,995                 -
     Distributions to preferred unit holders                                (12,368,403)       (3,358,333)                -
     Cash distributions for dividends                                      (100,764,273)      (52,186,713)      (36,993,633)
     Other (distributions) contributions, net                                (2,952,539)        7,582,224       (28,229,211)
     Net proceeds from fixed rate unsecured loans                           249,845,300        99,758,000                 -
     Net proceeds from issuance of preferred units                          205,016,274        78,800,000                 -
     (Repayment) proceeds of acquisition and development
        line of credit, net                                                (142,051,875)       69,500,000       (25,570,000)
     Proceeds from mortgage loans                                               445,207         7,345,000        15,972,920
     Repayment of mortgage loans                                            (30,481,514)      (37,092,341)      (24,015,293)
     Deferred financing costs                                                (4,355,008)       (2,301,821)         (568,449)
                                                                         ---------------   ---------------   ---------------
                 Net cash provided by financing activities                  105,327,162       182,569,234       127,946,454
                                                                         ---------------   ---------------   ---------------
                 Net increase in cash and cash equivalents                   35,427,994           894,497         8,175,530

Cash and cash equivalents at beginning of period                             15,536,926        14,642,429         6,466,899
                                                                         ---------------   ---------------   ---------------
Cash and cash equivalents at end of period                             $     50,964,920        15,536,926        14,642,429
                                                                         ===============   ===============   ===============
</TABLE>

                              F-6

<PAGE>




                           REGENCY CENTERS, L.P.
                    Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1999, 1998 and 1997
                                  continued

<TABLE>
<CAPTION>

                                                                              1999              1998              1997
                                                                             -----             -----             ------
<S>                                                                     <C>                <C>               <C>
Supplemental  disclosure of cash flow  information -
   cash paid for interest (net of capitalized interest
   of approximately $11,029,000, $3,417,000 and $1,896,000
   in 1999, 1998 and 1997 respectively)                                 $    49,325,134       19,841,375        14,395,279
                                                                         ===============   ===============   ===============
Supplemental disclosure of non-cash transactions:
   Mortgage loans assumed for the acquisition of  Pacific
   and real estate                                                      $   411,184,783      124,391,131       142,448,966
                                                                         ===============   ===============   ===============

   Units issued for the acquisition of real estate                      $   792,867,257       35,152,530       112,608,575
                                                                         ===============   ===============   ===============

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

 </TABLE>

See accompanying notes to consolidated financial statements.

                              F-7
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (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 December 31,
              1999,  Regency owns  approximately  97% of the outstanding  common
              units of the Partnership.

              During 1999, two properties were transferred from Regency to RCLP.
              The effects of such  transfers were not material to the operations
              or financial  position of the  Partnership.  During 1998,  Regency
              transferred  all of the  assets  and  liabilities  of a 100% owned
              shopping  center,  Hyde Park, to the  Partnership  in exchange for
              Class B units.  Hyde Park was acquired by Regency on June 6, 1997,
              and its  operations  had  been  included  in  Regency's  financial
              statements from that date forward.  Since the Partnership and Hyde
              Park are under the common control of Regency, the transfer of Hyde
              Park has been accounted for at historical cost in a manner similar
              to a pooling of  interests,  as if the  Partnership  had  directly
              acquired Hyde Park on June 6, 1997. Accordingly, the Partnership's
              financial  statements  have been  restated  to include the assets,
              liabilities,  units issued, and results of operations of Hyde Park
              from the date it was acquired.

              The Partnership's ownership interests are represented by Units, of
              which  there  are (i)  Series A  Preferred  Units,  (ii)  Series B
              Preferred  Units  (iii)  Series C  Preferred  Units (iv)  Series D
              Preferred Units (v) Original  Limited  Partnership  Units,  all of
              which were issued in connection with the Branch acquisition,  (vi)
              Additional  Units, all of which were issued in connection with the
              Midland and other property acquisitions,  and (vii) Class B Units,
              all of which are owned by  Regency.  Each  outstanding  Unit other
              than  Class B Units and Series A, B, C, and D  Preferred  Units 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.

       (b)    Revenues

              The  Partnership  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.  Accrued rents are
              included in tenant receivables.  Minimum rent has been adjusted to
              reflect the effects of recognizing rent on a straight line basis.

              Substantially all of the lease agreements contain provisions which
              provide   additional   rents  based  on  tenants'   sales   volume
              (contingent or percentage  rent) or  reimbursement of the tenants'
              share of real  estate  taxes and certain  common area  maintenance
              (CAM) costs.  These additional rents are recognized as the tenants
              achieve the specified targets as defined in the lease agreements.

              Other non-rental  revenues from management,  leasing and brokerage
              fees are recognized as revenue when earned.

                                        F-8
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

       (c)    Real Estate Investments

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

              Maintenance  and repairs which do not improve or extend the useful
              lives of the  respective  assets are  reflected in  operating  and
              maintenance expense. The property cost includes the capitalization
              of interest  expense  incurred  during  construction in accordance
              with generally accepted accounting principles.

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

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

       (d)    Income Taxes

              The  Partnership  is not liable for federal  income taxes and each
              partner  reports its allocable  share of income and  deductions on
              its respective  return;  accordingly no provision for income taxes
              is required in the consolidated financial statements.

              Regency   Realty  Group,   Inc.,   ("RRG")  and  PRT   Development
              Corporation ("PRTDC") are taxable subsidiaries of the Partnership.
              RRG and PRTDC are  subject to Federal and state  income  taxes and
              file  separate  tax returns.  RRG and PRTDC had  combined  taxable
              income of  $3,465,262,  $774,756  and $890,404 for the years ended
              December  31,  1999,  1998 and 1997,  respectively.  RRG and PRTDC
              incurred Federal and state income tax of $1,502,876,  $223,657 and
              $327,013 in 1999, 1998 and 1997, respectively.

              At December  31, 1999 and 1998,  the net book basis of real estate
              assets exceeds the tax basis by  approximately  $244.8 million and
              $168.6  million,  respectively,  primarily  due to the  difference
              between the cost basis of the assets  acquired and their carryover
              basis recorded for tax purposes.

       (e)    Deferred Costs

              Deferred  costs  consist  of  internal  and  external  commissions
              associated  with  leasing  the  rental  property  and  loan  costs
              incurred  in  obtaining  financing  which are  limited  to initial
              direct and incremental  costs. The net leasing  commission balance
              was  $6.2  and  $2.5  million  at  December  31,  1999  and  1998,
              respectively.  The net loan cost balance was $5.1 and $2.6 million
              at  December  31,  1999 and  1998,  respectively.  Such  costs are
              deferred and amortized over the terms of the respective leases and
              loans.

                                   F-9
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

       (f)    Earnings Per Unit

              Basic net income  per unit is  computed  based  upon the  weighted
              average  number  of  common  units  outstanding  during  the year.
              Diluted net income per unit also includes common unit  equivalents
              for options to purchase additional units and contingently issuable
              units when  dilutive.  See note 7 for the  calculation of earnings
              per unit.

       (g)    Cash and Cash Equivalents

              Any instruments  which have an original maturity of ninety days or
              less when purchased are considered cash equivalents.

       (h)    Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally   accepted    accounting    principles    requires   the
              Partnership'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.

       (i)    Stock Option Plan

              The Company and the  Partnership  apply the provisions of SFAS No.
              123,  "Accounting  for Stock  Based  Compensation",  which  allows
              companies a choice in the method of accounting  for stock options.
              Entities may recognize as expense over the vesting period the fair
              value of all  stock-based  awards on the date of grant or SFAS No.
              123 also permits  entities to continue to apply the  provisions of
              APB  Opinion No. 25 and provide pro forma net income and pro forma
              earnings per unit  disclosures  for employee  stock option  grants
              made as if the fair-value-based method defined in SFAS No. 123 had
              been applied.  APB Opinion No. 25 "Accounting  for Stock Issued to
              Employees",  and related  interpretations states that compensation
              expense would be recorded on the date of grant only if the current
              market price of the underlying  stock exceeded the exercise price.
              The Company has elected to continue to apply the provisions of APB
              Opinion No. 25 and provide the pro forma disclosure  provisions of
              SFAS No. 123.

       (j)    Allocation of Expenses

              All general and  administrative  expenses  incurred by Regency and
              the  Partnership  have  been  paid by the  Partnership.  All other
              expenses have been allocated  between  Regency and the Partnership
              based upon the direct  relationship  to the real estate  asset for
              which  they  were  incurred.  The  Partnership  provides  property
              management  services  for the real  estate  properties  within the
              Partnership as well as other  entities,  and earns a fee for these
              services.  Such fees are  recorded as  management  fee revenue for
              third  parties or as a  reduction  of general  and  administrative
              expenses for properties  owned by Regency.  These fees are charged
              based on a percentage of total revenues, as defined.

        (k)   Reclassifications

              Certain  reclassifications  have been made to the 1998  amounts to
              conform to classifications adopted in 1999.

                                        F-10
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

2.     Acquisitions

       On September  23, 1998,  the Company  entered into an Agreement of Merger
       ("Agreement")  with Pacific  Retail Trust  ("Pacific"),  a privately held
       real  estate  investment  trust.  The  Agreement,  among  other  matters,
       provided for the merger of Pacific into Regency, and the exchange of each
       Pacific  common or preferred  share into 0.48 shares of Regency common or
       preferred  stock.  The  stockholders  approved  the  merger  at a Special
       Meeting of  Stockholders  of Regency held  February 26, 1999. On February
       28, 1999,  the effective  date of the merger,  the Company  issued equity
       instruments  valued at $770.6  million  to the  Pacific  stockholders  in
       exchange for their outstanding common and preferred shares and units. The
       total cost to acquire Pacific was  approximately  $1.157 billion based on
       the value of Regency  shares  issued,  including  the  assumption of $379
       million of outstanding debt and other liabilities of Pacific, and closing
       costs.  The price per share  used to  determine  the  purchase  price was
       $23.325  based on the five day  average  of the  closing  stock  price of
       Regency's common stock on the New York Stock Exchange immediately before,
       during  and  after the date the terms of the  merger  were  agreed to and
       announced to the public.  The merger was accounted for as a purchase with
       the Company as the acquiring  entity.  Concurrent with this  acquisition,
       the Company  contributed all the assets and liabilities of Pacific to the
       Partnership in exchange for Class B Units.

       During  1998,  the  Partnership,  through  Regency,  acquired 42 shopping
       centers  and joint  ventures  for a total  investment  of  $370.3  ("1998
       Acquisitions").  With respect to these  acquisitions,  during  1999,  the
       Partnership  and Regency  paid  contingent  consideration  valued at $9.0
       million  consisting  of 69,555 Units,  3,768 shares of common stock,  and
       $7.0 million. During 2000, the Partnership and Regency may pay contingent
       consideration of up to an estimated $7.5 million, through the issuance of
       Units, stock and the payment of cash.

       The operating  results of Pacific and the 1998  Acquisitions 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 and all of
       the 1998  Acquisitions  had  occurred on January 1, 1998.  Such pro forma
       information  reflects adjustments to 1) increase  depreciation,  interest
       expense,  and  general  and  administrative  costs,  2) remove the office
       buildings sold, and 3) adjust the weighted average common units issued to
       acquire the  properties.  Pro forma  revenues  would have been $306.5 and
       $267.9 million as of December 31, 1999 and 1998, respectively.  Pro forma
       net income for common unitholders would have been $93.2 and $76.7 million
       as of  December  31,  1999 and 1998,  respectively.  Pro forma  basic net
       income per common unit would have been $1.60 and $1.26 as of December 31,
       1999 and 1998, respectively. Pro forma diluted net income per common unit
       would  have  been  $1.60  and  $1.25 as of  December  31,  1999 and 1998,
       respectively.  This data does not purport to be  indicative of what would
       have occurred had Pacific and the 1998  Acquisitions been made on January
       1, 1998, or of results which may occur in the future.

3.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating  and  developing  Partnership  owned  retail  shopping  centers
       (Retail  segment),   and  2)  providing   services   including   property
       management,   leasing,   brokerage,   and  construction  and  development
       management  for   third-parties   (Service   operations   segment).   The
       Partnership had previously  operated four office buildings that were sold
       during  1998 and  1997  (Office  buildings  segment).  The  Partnership's
       reportable  segments offer different products or services and are managed
       separately  because each requires  different  strategies  and  management
       expertise. There are no material inter-segment sales or transfers.

       The Partnership assesses and measures operating results starting with Net
       Operating Income for the Retail and Office Buildings  segments and Income
       for the Service  operations  segment and  converts  such  amounts  into a
       performance  measure  referred to as Funds From Operations  ("FFO").  The
       operating  results for the individual  retail shopping  centers have been
       aggregated since all of the Partnership's shopping centers exhibit highly
       similar economic  characteristics as neighborhood  shopping centers,  and
       offer  similar  degrees  of risk and  opportunities  for  growth.  FFO as
       defined by the  National  Association  of Real Estate  Investment  Trusts



                                   F-11


<PAGE>
                              REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                December 31, 1999
                                   (unaudited)

3.     Segments (continued)

       consists of net income  (computed in accordance  with generally  accepted
       accounting   principles)   excluding   gains   (or   losses)   from  debt
       restructuring and sales of income producing property held for investment,
       plus  depreciation and  amortization of real estate,  and adjustments for
       unconsolidated   investments  in  real  estate   partnerships  and  joint
       ventures.  The Partnership  further adjusts FFO by distributions  made to
       holders of Units that  results in a diluted FFO amount.  The  Partnership
       considers  diluted FFO to be the  industry  standard  for  reporting  the
       operations of real estate investment  trusts  ("REITs").  Adjustments for
       investments in real estate partnerships are calculated to reflect diluted
       FFO on the same basis. While management  believes that diluted FFO is the
       most relevant and widely used measure of the  Partnership's  performance,
       such amount does not  represent  cash flow from  operations as defined by
       generally  accepted  accounting  principles,  should not be considered an
       alternative to net income as an indicator of the Partnership's  operating
       performance,  and is not  indicative  of cash  available to fund all cash
       flow needs.  Additionally,  the Partnership's calculation of diluted FFO,
       as provided below,  may not be comparable to similarly titled measures of
       other REITs.

       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 years ended as of
       December 31, 1999,  1998,  and 1997.  Non-segment  assets to reconcile to
       total assets include cash and deferred costs.
<TABLE>
<CAPTION>
                                                                           1999              1998            1997
       <S>                                                          <C>                 <C>               <C>
       Revenues:
         Retail segment                                             $   265,479,706      109,000,125       65,096,009
         Service operations segment                                      18,239,486       11,862,784        8,447,615
         Office buildings segment                                                 -          532,432        4,684,994
                                                                       -------------    -------------     ------------
            Total revenues                                          $   283,719,192      121,395,341       78,228,618
                                                                       =============    =============     ============
       Funds from Operations:
         Retail segment net operating income                        $   202,505,948       84,105,501       49,098,456
         Service operations segment income                               18,239,486       11,862,784        8,447,615
         Office buildings segment net operating income                            -          349,161        2,928,125
         Adjustments to calculate diluted FFO:
           Interest expense                                             (56,033,260)     (23,464,311)     (14,761,774)
           Interest income                                                2,144,885        1,900,136          934,473
           Earnings from recurring land sales                                     -          901,853                -
           General and administrative                                   (19,746,751)     (15,064,148)      (9,963,928)
           Non-real estate depreciation                                  (1,003,092)        (679,740)        (406,113)
           Minority interests of limited partners                        (2,855,404)        (464,098)        (504,957)
           Minority interests in depreciation
            and amortization                                               (584,048)        (526,018)        (285,280)
           Share of joint venture depreciation
            and amortization                                                987,912          688,686           59,038
           Distributions on preferred units                             (12,368,403)      (3,358,333)               -
                                                                       -------------     ------------     ------------
             Funds from Operations - diluted                            131,287,273       56,251,473       35,545,655
                                                                       -------------     ------------     ------------
         Reconciliation to net income for common unitholders:
           Real estate related depreciation
             and amortization                                           (43,887,536)     (19,972,635)     (11,995,015)
           Minority interests in depreciation
            and amortization                                                584,048          526,018          285,280
           Share of joint venture depreciation
            and amortization                                               (987,912)        (688,686)         (59,038)
           (Loss) earnings from property sales                             (232,989)       9,824,122          450,902
                                                                       -------------     ------------     ------------
            Net income available for common unitholders             $    86,762,884       45,940,292       24,227,784
                                                                       =============     ============     ============
</TABLE>
<TABLE>
<CAPTION>
                                                                                      As of December 31
                                                                            1999              1998            1997
       <S>                                                          <C>                   <C>              <C>
       Assets (in thousands):
         Retail segment                                             $     2,344,092        1,040,623          625,243
         Service operations segment                                         123,233           20,870           20,173
         Office buildings segment                                                 -                -           19,258
         Cash and other assets                                               63,384           24,944           19,175
                                                                       -------------      -----------      -----------
           Total assets                                             $     2,530,709        1,086,437          683,849
                                                                       =============      ===========      ===========
</TABLE>
                                   F-12
<PAGE>
                              REGENCY CENTERS, L.P.

                    Notes to Consolidated Financial Statements

                                December 31, 1999

                                  (unaudited)

4.     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. The Partnership's  combined  investment in these partnerships was
       $66.9 and $30.6 million at December 31, 1999 and 1998, respectively.  Net
       income is allocated to the  Partnership in accordance with the respective
       partnership agreement.

5.     Notes Payable and Acquisition and Development Line of Credit

       The Partnership's  outstanding debt at December 31, 1999 and December 31,
       1998 consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                    1999            1998
       <S>                                                     <C>                <C>

       Notes Payable:
        Fixed rate mortgage loans                              $   331,716         230,398
        Variable rate mortgage loans                                11,376          11,051
        Fixed rate unsecured loans                                 370,696         121,296
                                                                  --------        --------
              Total notes payable                                  713,788         362,745
       Acquisition and development line of credit                  247,179         117,631
                                                                  --------        --------
             Total                                             $   960,967         480,376
                                                                  ========        ========
</TABLE>

       During  February,  1999,  the  Partnership  modified  the  terms  of  its
       unsecured  acquisition  and  development  line of credit (the  "Line") by
       increasing  the  commitment to $635 million.  This credit  agreement also
       provides  for a  competitive  bid  facility of up to $250  million of the
       commitment  amount.  Maximum  availability under the Line is based on the
       discounted value of a pool of eligible unencumbered assets (determined on
       the basis of  capitalized  net  operating  income) less the amount of the
       Partnership's  outstanding  unsecured  liabilities.  The Line  matures in
       February  2001,  but  may be  extended  annually  for one  year  periods.
       Borrowings under the Line bear interest at a variable rate based on LIBOR
       plus a specified  spread,  (1.00%  currently),  which is dependent on the
       Company's 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.   These  financial
       covenants include among others (i) maintenance of minimum net worth, (ii)
       ratio of total  liabilities to gross asset value,  (iii) ratio of secured
       indebtedness  to gross  asset  value,  (iv)  ratio of EBITDA to  interest
       expense,   (v)  ratio  of  EBITDA  to  debt   service   and  reserve  for
       replacements,  and (vi) ratio of  unencumbered  net  operating  income to
       interest expense on unsecured indebtedness. The Line is used primarily to
       finance the  acquisition  and  development  of real  estate,  but is also
       available for general working capital purposes.

       Mortgage loans are secured by certain real estate properties,  and may be
       prepaid subject to a prepayment of a yield-maintenance  premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2019.  Variable  interest  rates on
       mortgage  loans are currently  based on LIBOR plus a spread in a range of
       125 basis points to 150 basis points.  Fixed  interest  rates on mortgage
       loans range from 7.04% to 9.8%.

       During  1999,  the  Partnership  assumed debt with a fair value of $411.2
       million  related to the  acquisition of real estate,  which includes debt
       premiums of $4.1 million  based upon the above market  interest  rates of
       the debt instruments. Debt premiums are being amortized over the terms of
       the related debt instruments, as an adjustment to interest expense.

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

                                   F-13
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

5.     Notes Payable and Acquisition and Development Line of Credit (continued)

       As of December 31, 1999,  scheduled principal repayments on notes payable
       and the Line were as follows (in thousands):
<TABLE>
<CAPTION>

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

              2000                                              5,711          41,942          47,653
              2001                                              8,053         293,027         301,080
              2002                                              4,943          44,091          49,034
              2003                                              4,933          13,299          18,232
              2004                                              5,327         199,866         205,193
              Beyond 5 Years                                   36,833         290,365         327,248
              Net unamortized debt premiums                         -          12,527          12,527
                                                              --------       ---------       ---------
                   Total                                       65,850         895,117         960,967
                                                              ========       =========       =========
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of  $50.3   million  at  December   31,  1999,   and  the   Partnership's
       proportionate share of these loans was $21.2 million.

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

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

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

       On June 11, 1996, the Company entered into a Stockholders  Agreement (the
       "Agreement")  with  SC-USREALTY   granting  it  certain  rights  such  as
       purchasing  common  stock,  nominating  representatives  to the Company's
       Board of Directors,  and subjecting  SC-USREALTY to certain  restrictions
       including voting and ownership restrictions. In connection with the Units
       and  shares of common  stock  issued in March  1998  related  to  earnout
       payments,  SC-USREALTY  acquired  435,777  shares at $22.125 per share in
       accordance  with  their  rights  as  provided  for in the  Agreement.  In
       conjunction with the acquisition of Pacific,  SC-USREALTY exchanged their
       Pacific shares for 22.6 million Regency common shares.

       In connection with the acquisition of shopping  centers,  RCLP has issued
       Exchangeable  Operating Partnership Units to limited partners convertible
       on a one for one basis into shares of common stock of the Company.

       On June 29, 1998, the  Partnership  issued $80 million of 8.125% Series A
       Cumulative  Redeemable Preferred Units ("Series A Preferred Units") to an
       institutional investor in a private placement.  The issuance involved the
       sale of 1.6  million  Series A Preferred  Units for $50.00 per unit.  The
       Series A Preferred  Units,  which may be called by the Partnership at par
       on or  after  June  25,  2003,  have  no  stated  maturity  or  mandatory
       redemption,  and pay a  cumulative,  quarterly  dividend at an annualized
       rate of 8.125%.  At any time after June 25, 2008,  the Series A Preferred
       Units  may  be  exchanged  for  shares  of  8.125%  Series  A  Cumulative
       Redeemable  Preferred  Stock of the  Company at an  exchange  rate of one
       share of Series A Preferred  Stock for one Series A Preferred  Unit.  The
       Series A Preferred Units and Series A Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the Line.

                                   F-14
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

6.     Regency's Stockholders' Equity and Partners' Capital (continued)

       On September 3, 1999, the Partnership  issued $85 million of 8.75% Series
       B Cumulative  Redeemable  Preferred Units ("Series B Preferred Units") to
       an institutional  investor in a private placement.  The issuance involved
       the sale of 850,000  Series B Preferred  Units for $100.00 per unit.  The
       Series B Preferred  Units,  which may be called by the Partnership at par
       on or after  September  3, 2004,  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  3,  2009,  the  Series B
       Preferred  Units may be exchanged for shares of 8.75% Series B Cumulative
       Redeemable  Preferred  Stock of the  Company at an  exchange  rate of one
       share of Series B Preferred  Stock for one Series B Preferred  Unit.  The
       Series B Preferred Units and Series B Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the Line.

       On September 3, 1999, the Partnership issued $75 million of 9.0% Series C
       Cumulative  Redeemable Preferred Units ("Series C Preferred Units") to an
       institutional investor in a private placement.  The issuance involved the
       sale of 750,000 Series C Preferred Units for $100.00 per unit. The Series
       C Preferred  Units,  which may be called by the  Partnership at par on or
       after September 3, 2004, have no stated maturity or mandatory redemption,
       and pay a cumulative,  quarterly  dividend at an annualized rate of 9.0%.
       At any time after  September 3, 2009, the Series C Preferred Units may be
       exchanged  for shares of 9.0% Series C  Cumulative  Redeemable  Preferred
       Stock  of the  Company  at an  exchange  rate of one  share  of  Series C
       Preferred  Stock for one Series C Preferred  Unit. The Series C Preferred
       Units and Series C Preferred Stock are not convertible  into common stock
       of the Company.  The net proceeds of the offering were used to reduce the
       Line.

       On  September  29,  1999,  the  Partnership  issued $50 million of 9.125%
       Series D  Cumulative  Redeemable  Preferred  Units  ("Series D  Preferred
       Units") to an institutional investor in a private placement. The issuance
       involved  the sale of 500,000  Series D  Preferred  Units for $100.00 per
       unit.  The  Series  D  Preferred  Units,  which  may  be  called  by  the
       Partnership  at par on or  after  September  29,  2004,  have  no  stated
       maturity  or  mandatory  redemption,  and  pay  a  cumulative,  quarterly
       dividend at an annualized rate of 9.125%. At any time after September 29,
       2009, the Series D Preferred  Units may be exchanged for shares of 9.125%
       Series D  Cumulative  Redeemable  Preferred  Stock of the  Company  at an
       exchange  rate of one share of Series D Preferred  Stock for one Series D
       Preferred Unit. The Series D Preferred Units and Series D Preferred Stock
       are not convertible into common stock of the Company. The net proceeds of
       the offering were used to reduce the Line.

       As part of the  acquisition of Pacific  Retail Trust,  the Company issued
       Series 1 and Series 2 preferred  shares.  Series 1  preferred  shares are
       convertible  into Series 2 preferred  shares on a  one-for-one  basis and
       contain  provisions  for  adjustment  to prevent  dilution.  The Series 1
       preferred shares are entitled to a quarterly  dividend in an amount equal
       to $0.0271  less than the common  dividend and are  cumulative.  Series 2
       preferred  shares are  convertible  into common  shares on a  one-for-one
       basis. The Series 2 preferred shares are entitled to quarterly  dividends
       in an amount equal to the common dividend and are cumulative. The Company
       may redeem the  preferred  shares any time after  October  20,  2010 at a
       price of $20.83 per share, plus all accrued but unpaid dividends.  During
       1999, a holder of Series 2 preferred  shares  converted their shares into
       14,987 shares of common stock.

       During  the  fourth  quarter,  the  Board  of  Directors  authorized  the
       repurchase of up to $65 million of the Company's  outstanding shares from
       time to  time  through  periodic  open  market  transactions  or  through
       privately negotiated transactions.  At December 31, 1999, the Company had
       repurchased 2.7 million shares for $54.5 million of which the majority of
       the funds came from the  Partnership.  Accordingly,  2.7 million  Class B
       Units are currently held in treasury.

       During  1999,  the holders of all of  Regency's  Class B stock  converted
       2,500,000 shares into 2,975,468 shares of common stock.

                                   F-15
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

7.     Earnings Per Unit

       The following  summarizes the  calculation of basic and diluted  earnings
       per  unit  for the  years  ended  December  31,  1999,  1998 and 1997 (in
       thousands except per share data):
<TABLE>
<CAPTION>

                                                                         1999          1998           1997
       <S>                                                            <C>              <C>            <C>

       Basic Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding                                52,409         24,991         15,891
                                                                        =======        =======        =======

       Net income for common unitholders                              $  86,763         45,940         24,228
       Less: dividends paid on Class B common
           stock, Series 1 and Series 2 preferred stock                   3,654          5,378          5,140
                                                                        -------        -------        -------
       Net income for Basic and Diluted EPU                           $  83,109         40,562         19,088
                                                                        =======        =======        =======

       Basic EPU                                                      $    1.59           1.62           1.20
                                                                        =======        =======        =======
       Diluted Earnings Per Unit (EPU) Calculation:
       Weighted average units outstanding
           for Basic EPU                                                 52,409         24,991         15,891
       Incremental units to be issued under common
          stock options using the Treasury method                             4             14             80
       Contingent units for the acquisition
          of real estate                                                      -            511            955
                                                                        -------        -------        -------
            Total diluted units                                          52,413         25,516         16,926
                                                                        =======        =======        =======

       Diluted EPU                                                    $    1.59           1.58           1.13
                                                                        =======        =======        =======
</TABLE>

         The  Class B  common  stock  dividends  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.

8.     Long-Term Stock Incentive Plans

       Regency is committed to contribute to the  Partnership  all proceeds from
       the  exercise  of  options  or other  stock-based  awards  granted  under
       Regency's  Stock Option and Incentive  Plan.  Regency's  ownership in the
       Partnership will be increased based on the amount of proceeds contributed
       to the Partnership.

       In 1993,  the  Company  adopted a  Long-Term  Omnibus  Plan (the  "Plan")
       pursuant  to which  the  Board of  Directors  may  grant  stock and stock
       options to officers, directors and other key employees. The Plan provides
       for the issuance of up to 12% of the Company's common shares  outstanding
       not to exceed 8.5 million  shares.  Stock  options  are  granted  with an
       exercise  price  equal to the stock's  fair  market  value at the date of
       grant.  All stock options  granted have ten year terms,  and become fully
       exercisable  after four years from the date of grant,  with the exception
       of  options  issued  to  directors  prior  to  1999  which  become  fully
       exercisable after one year.

       At  December  31,  1999,  there were  approximately  2.7  million  shares
       available for grant under the Plan. The per share  weighted-average  fair
       value of stock options  granted  during 1999 and 1998 was $1.23 and $2.22
       on the date of grant using the Black  Scholes  option-pricing  model with
       the  following  weighted-average  assumptions:  1999 - expected  dividend
       yield 9.2%, risk-free interest rate of 5.7%, expected volatility 21%, and
       an  expected  life of 5.3 years;  1998 - expected  dividend  yield  7.5%,
       risk-free interest rate of 4.8%, expected volatility 21%, and an expected
       life of 6.5 years.  The Company  applies APB Opinion No. 25 in accounting
       for its Plan and,  accordingly,  no compensation cost has been recognized
       for its stock options in the consolidated financial statements.

                                   F-16
<PAGE>
                              REGENCY CENTERS, L.P.
                   Notes to Consolidated Financial Statements
                                December 31, 1999
                                   (unaudited)

8.     Long-Term Stock Incentive Plans (continued)

       Had the Partnership determined  compensation cost based on the fair value
       at the  grant  date  for its  stock  options  under  SFAS  No.  123,  the
       Partnership's net income for common  stockholders would have been reduced
       to the pro forma amounts  indicated below (in thousands  except per share
       data):

        Net income for
        common unitholders            1999             1998              1997

        As reported:                 $86,763           $45,940          $24,228
          Net income per unit:
            Basic                      $1.59            $1.62             $1.20
            Diluted                    $1.59            $1.58             $1.13

        Pro forma:                   $84,610           $44,915          $22,603
          Net income per unit:
            Basic                      $1.55             $1.58            $1.09
            Diluted                    $1.55             $1.55            $1.03

       Stock option activity during the periods indicated is as follows:

                                                 Number of     Weighted-Average
                                                 Shares          Exercise Price

       Outstanding, December 31, 1996              198,000         $     19.43

           Granted                               1,252,276               25.39
           Forfeited                                (7,000)              23.54
           Exercised                              (124,769)              19.25

       Outstanding, December 31, 1997            1,318,507               25.08
           Granted                                 741,265               24.39
           Forfeited                              (123,495)              25.33
           Exercised                              (227,700)              24.97

       Outstanding, December 31, 1998            1,708,577               24.71

           Granted                                 860,767               20.70
           Pacific Retail Merger                 1,251,719               24.24
           Forfeited                               (87,395)              25.69
           Exercised                                (4,000)              17.88
                                                -----------         ----------
       Outstanding, December 31, 1999            3,729,668         $     23.61
                                                ===========         ==========

       The  following   table   presents   information   regarding  all  options
       outstanding at December 31, 1999.

                          Weighted
                           Average                                    Weighted
      Number of           Remaining           Range of                 Average
       Options          Contractual          Exercise                Exercise
     Outstanding            Life               Prices                   Price

        423,220             9.31          $   16.75  - 19.81       $       19.73
      1,388,098             8.68              20.83  - 22.94               21.86
      1,918,350             7.42              25.00  - 27.69               25.73
      ---------             ----          ------------------       -------------
      3,729,668             8.10          $   16.75  - 27.69       $       23.61
      =========             ====          ==================       =============

       The following  table presents  information  regarding  options  currently
       exercisable at December 31, 1999:
                                                                   Weighted
               Number of                  Range of                  Average
                Options                   Exercise                 Exercise
              Exercisable                  Prices                    Price

                 45,731                 $ 16.75 - 19.25         $      19.01
                 15,899                   22.25 - 25.00                23.34
                 88,681                   26.25 - 27.75                26.98
                -------                 ---------------         ------------
                150,311                 $ 16.75 - 27.75         $      24.17
                =======                 ===============         ============
       Also as part of the Plan,  certain  officers and employees  have received
       loans to purchase  stock at market rates of  interest,  have been granted
       restricted  stock,  and have been granted  dividend  equivalents.  During
       1999,  1998 and 1997,  the Company  charged  $1,030,645,  $1,322,164  and
       $1,115,906,  respectively,  to income on the  consolidated  statement  of
       operations related to the Plan.

                                   F-17
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 1999

                                   (unaudited)

9.     Operating Leases

       The Partnership's properties are leased to tenants under operating leases
       with expiration  dates  extending to the year 2032.  Future minimum rents
       under  noncancelable  operating leases as of December 31,1999,  excluding
       tenant  reimbursements  of operating  expenses and  excluding  additional
       contingent rentals based on tenants' sales volume are as follows:

           Year ending December 31,                         Amount
                     2000                             $   212,605,774
                     2001                                 199,375,597
                     2002                                 176,902,371
                     2003                                 155,139,918
                     2004                                 128,333,418
                     Thereafter                           883,033,479
                                                        -------------
                        Total                         $ 1,755,390,557
                                                        =============
       The  shopping  centers'  tenant  base  includes  primarily  national  and
       regional supermarkets,  drug stores, discount department stores and other
       retailers  and,  consequently,  the credit  risk is  concentrated  in the
       retail industry. There were no tenants which individually represented 10%
       or more of the Partnership's combined minimum rent.

10.    Contingencies

       The Partnership  like others in the commercial real estate  industry,  is
       subject to numerous  environmental laws and regulations and the operation
       of dry  cleaning  plants at the  Partnership's  shopping  centers  is the
       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.  While the
       Partnership  has  registered  the plants located in Florida under a state
       funded program designed to substantially fund the clean up, if necessary,
       of any environmental  issues,  the owner or operator is not relieved from
       the  ultimate  responsibility  for clean  up.  The  Partnership  also has
       established due diligence  procedures to identify and evaluate  potential
       environmental  issues on properties under  consideration for acquisition.
       In connection with acquisitions during 1999 and 1998, the Partnership has
       established  environmental  reserves  which  amounted to $2.6 million and
       $2.2 million at December 31, 1999 and 1998, respectively. While it is not
       possible to predict with certainty, management believes that the reserves
       are adequate to cover future  clean-up costs related to these sites.  The
       Partnership's policy is to accrue environmental clean-up costs when it is
       probable that a liability has been incurred and that amount is reasonably
       estimable.  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
       Partnership.

11.    Summary of Quarterly Financial Data (Unaudited)

       Presented below is a summary of the consolidated quarterly financial data
       for the years ended  December  31, 1999 and 1998  (amounts in  thousands,
       except per share data):
<TABLE>
<CAPTION>

                                                  First           Second           Third           Fourth
                                                 Quarter          Quarter         Quarter          Quarter
       <S>                                 <C>                     <C>             <C>              <C>

       1999:
       Revenues                            $      47,008           75,204          74,912           86,595
       Net income for
         common unitholders                       12,950           24,447          23,983           25,383
       Net income per unit:
         Basic                                       .33              .41             .40              .45
         Diluted                                     .33              .41             .40              .45

       1998:
       Revenues                            $      25,190           29,533          32,332           34,340
       Net income for
         common unitholders                       18,256            9,361           9,320            9,003
       Net income per unit:
         Basic                                       .69              .32             .34              .27
         Diluted                                     .68              .32             .33              .25

</TABLE>
                                   F-18
<PAGE>

                          Independent Auditors' Report
                         On Financial Statement Schedule


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


Under date of January 26, 2000, we reported on the  consolidated  balance sheets
of Regency  Centers  L.P.  as of  December  31,  1999 and 1998,  and the related
consolidated  statements of operations,  changes in capital,  and cash flows for
each of the years in the three-year period ended December 31, 1999, as contained
in the annual  report on Form 10-K for the year  1999.  In  connection  with our
audits of the aforementioned  consolidated financial statements, we also audited
the related financial  statement schedule as listed in the accompanying index on
page F-1 of the  annual  report on Form 10-K for the year 1999.  This  financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion  on the  financial  statement  schedule
based on our audits.

In our opinion,  the related financial  statement  schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly, in all material respects, the information set forth therein.







                                                              KPMG LLP




Jacksonville, Florida
January 26, 2000

                                   S-1
<PAGE>
                                            Regency Centers, L.P.

                               Combined Real Estate and Accumulated Depreciation
                                                December 31, 1999
<TABLE>
<CAPTION>
                                                                                                                   Schedule III

                                           Initial Cost         Cost Capitalized                  Total Cost
                                   ----------------------------                    ---------------------------------------------
                                                   Building &     Subsequent to                     Building &
                                      Land       Improvements     Acquisition          Land       Improvements       Total
                                   ------------  --------------  ---------------   ------------- --------------- -------------
<S>                                 <C>             <C>               <C>            <C>             <C>             <C>

ANASTASIA SHOPPING PLAZA             1,072,451       3,617,493          176,624       1,072,451       3,794,117       4,866,568
ARAPAHO VILLAGE                        837,148       8,031,688                -         837,148       8,031,688       8,868,836
ARDEN SQUARE                         3,140,000       7,420,438                -       3,140,000       7,420,438      10,560,438
ASHFORD PLACE                        2,803,998       9,163,994          345,480       2,583,998       9,729,474      12,313,472
AVENTURA SHOPPING CENTER             2,751,094       9,595,209                -       2,751,094       9,595,209      12,346,303
BECKETT COMMONS                      1,625,242       5,844,871          269,559       1,625,242       6,114,430       7,739,672
BENEVA                               2,483,547       8,851,199          293,537       2,483,547       9,144,736      11,628,283
BENT TREE PLAZA                      1,927,712       6,659,082                -       1,927,712       6,659,082       8,586,794
BERKSHIRE COMMONS                    2,294,960       8,151,236           88,422       2,294,960       8,239,658      10,534,618
BLOOMINGDALE                         3,861,759      14,100,891          235,565       3,861,759      14,336,456      18,198,215
BLOSSOM VALLEY                       7,803,568      10,320,913                -       7,803,568      10,320,913      18,124,481
BOLTON PLAZA                         2,660,227       6,209,110        1,435,951       2,634,664       7,670,624      10,305,288
BOULEVARD CENTER                     3,659,040       9,658,227                -       3,659,040       9,658,227      13,317,267
BOYNTON LAKES PLAZA                  2,783,000      10,043,027           43,649       2,783,000      10,086,676      12,869,676
BRAELINN VILLAGE EQUIPORT            4,191,214      12,389,585          883,677       4,191,214      13,273,262      17,464,476
BRIARCLIFF LA VISTA                    694,120       2,462,819          583,747         694,120       3,046,566       3,740,686
BRIARCLIFF VILLAGE                   4,597,018      16,303,813        1,476,227       4,597,018      17,780,040      22,377,058
BRISTOL WARNER                       5,000,000      11,997,016                -       5,000,000      11,997,016      16,997,016
BROOKVILLE PLAZA                     1,208,012       4,205,994          186,518       1,208,012       4,392,512       5,600,524
BUCKHEAD COURT                       1,737,569       6,162,941        1,515,521       1,627,569       7,788,462       9,416,031
BUCKLEY SQUARE                       2,970,000       5,126,240                -       2,970,000       5,126,240       8,096,240
CAMBRIDGE SQUARE                       792,000       2,916,034          309,747         792,000       3,225,781       4,017,781
CARMEL COMMONS                       2,466,200       8,903,187        1,659,743       2,466,200      10,562,930      13,029,130
CARRIAGE GATE                          740,960       2,494,750        1,232,323         740,960       3,727,073       4,468,033
CASA LINDA PLAZA                     4,515,000      30,809,330                -       4,515,000      30,809,330      35,324,330
CASCADE PLAZA                        3,023,165      10,694,460                -       3,023,165      10,694,460      13,717,625
CENTER OF SEVEN SPRINGS              1,737,994       6,290,048        1,781,068       1,757,440       8,051,670       9,809,110
CHAMPIONS FOREST                     2,665,875       8,678,603                -       2,665,875       8,678,603      11,344,478
CHERRY GROVE                         3,533,146      12,710,297          497,290       3,533,146      13,207,587      16,740,733
CHERRY PARK MARKET                   2,400,000      16,162,934                -       2,400,000      16,162,934      18,562,934
CITY VIEW SHOPPING CENTER            1,207,204       4,341,304           53,659       1,207,204       4,394,963       5,602,167
COOPER STREET                        2,078,891      10,682,189                -       2,078,891      10,682,189      12,761,080
COSTA VERDE                         12,740,000      25,261,188                -      12,740,000      25,261,188      38,001,188
COUNTRY CLUB CALIF                   3,000,000      11,657,200                -       3,000,000      11,657,200      14,657,200
CROMWELL SQUARE                      1,771,892       6,285,288          263,146       1,771,892       6,548,434       8,320,326
CROSSROADS                           3,513,903       2,595,055                -       3,513,903       2,595,055       6,108,958
CUMMING 400                          2,374,562       8,420,776          476,617       2,374,562       8,897,393      11,271,955
DIABLO PLAZA                         5,300,000       7,535,866                -       5,300,000       7,535,866      12,835,866
DUNWOODY HALL                        1,819,209       6,450,922          983,126       1,819,209       7,434,048       9,253,257
DUNWOODY VILLAGE                     2,326,063       7,216,045        2,129,971       2,326,063       9,346,016      11,672,079
EAST POINTE                          1,868,120       6,742,983           37,375       1,868,120       6,780,358       8,648,478
EAST PORT PLAZA                      3,257,023      11,611,363          283,522       3,257,023      11,894,885      15,151,908
EL CAMINO                            7,600,000      10,852,428                -       7,600,000      10,852,428      18,452,428
EL NORTE PARKWAY PLA                 2,833,510       6,332,078                -       2,833,510       6,332,078       9,165,588
ENCINA GRANDE                        5,040,000      10,378,539                -       5,040,000      10,378,539      15,418,539
ENSLEY SQUARE                          915,493       3,120,928          436,060         915,493       3,556,988       4,472,481
EVANS CROSSING                       1,468,743       5,123,617          171,720       1,634,997       5,129,083       6,764,080
FLEMING ISLAND                       3,076,701       6,291,505           31,752       3,076,701       6,323,257       9,399,958
FRANKLIN SQUARE                      2,584,025       9,379,749          478,328       2,584,025       9,858,077      12,442,102
FRIARS MISSION                       6,660,000      27,276,992                -       6,660,000      27,276,992      33,936,992
GARDEN SQUARE                        2,073,500       7,614,748          425,298       2,136,135       7,977,411      10,113,546
GARNER FESTIVAL                      5,591,099      19,897,197          864,979       5,591,099      20,762,176      26,353,275
GLENWOOD VILLAGE                     1,194,198       4,235,476          227,955       1,194,198       4,463,431       5,657,629
HAMILTON MEADOWS                     2,034,566       6,582,429            3,380       2,034,566       6,585,809       8,620,375
HAMPSTEAD VILLAGE                    2,769,901       5,152,103                -       2,769,901       5,152,103       7,922,004
HANCOCK                              8,231,581      24,248,620                -       8,231,581      24,248,620      32,480,201
HARPETH VILLAGE FIELDSTONE           2,283,874       5,559,498        3,537,926       2,283,874       9,097,424      11,381,298
HARWOOD HILLS VILLAGE                2,852,704       9,192,614                -       2,852,704       9,192,614      12,045,318
HERITAGE LAND                       12,390,000               -                -      12,390,000               -      12,390,000
HERITAGE PLAZA                               -      23,675,957                -               -      23,675,957      23,675,957
HIGHLAND SQUARE                      2,615,250       9,359,722        4,964,243       2,615,250      14,323,965      16,939,215
HILLCREST VILLAGE                    1,600,000       1,797,686                -       1,600,000       1,797,686       3,397,686
HINSDALE LAKE COMMONS                4,217,840      15,039,854           71,706       4,217,840      15,111,560      19,329,400
HYDE PARK                            9,240,000      33,340,181        2,744,895       9,735,102      35,589,974      45,325,076
INGLEWOOD PLAZA                      1,300,000       1,862,406                -       1,300,000       1,862,406       3,162,406
JAMES CENTER                         2,706,000       9,451,497                -       2,706,000       9,451,497      12,157,497
</TABLE>
                                   S-2
<PAGE>
                                            Regency Centers, L.P.
                               Combined Real Estate and Accumulated Depreciation
                                                December 31, 1999
<TABLE>
<CAPTION>
                                                                                                                   Schedule III

                                           Initial Cost         Cost Capitalized                  Total Cost
                                   ----------------------------                    ---------------------------------------------
                                                   Building &     Subsequent to                     Building &
                                      Land       Improvements     Acquisition          Land       Improvements       Total
                                   ------------  --------------  ---------------   ------------- --------------- -------------
<S>                                 <C>             <C>              <C>             <C>             <C>             <C>

KERNERSVILLE PLAZA                   1,741,562       6,081,020          268,646       1,741,562       6,349,666       8,091,228
KINGSDALE SHOPPING CENTER            3,866,500      15,185,234                -       3,866,500      15,185,234      19,051,734
LAKE MERIDIAN                        6,510,000      12,121,889                -       6,510,000      12,121,889      18,631,889
LAKE PINE PLAZA                      2,008,110       6,908,986          309,124       2,008,110       7,218,110       9,226,220
LAKESHORE                            1,617,940       5,371,499           11,789       1,617,940       5,383,288       7,001,228
LEETSDALE MARKETPLACE                3,420,000       9,933,701                -       3,420,000       9,933,701      13,353,701
LITTLETON SQUARE                     2,030,000       8,254,964                -       2,030,000       8,254,964      10,284,964
LOEHMANNS PLAZA                      3,981,525      14,117,891          758,111       3,981,525      14,876,002      18,857,527
LOEHMANNS PLAZA CALIFORNIA           5,420,000       8,679,135                -       5,420,000       8,679,135      14,099,135
LOVEJOY STATION                      1,540,000       5,581,468            5,754       1,540,000       5,587,222       7,127,222
MAINSTREET SQUARE                    1,274,027       4,491,897           47,467       1,274,027       4,539,364       5,813,391
MARINERS VILLAGE                     1,628,000       5,907,835          136,797       1,628,000       6,044,632       7,672,632
MARKET AT PRESTON FOREST             4,400,000      10,752,712                -       4,400,000      10,752,712      15,152,712
MARKET AT ROUND ROCK                 2,000,000       9,676,170                -       2,000,000       9,676,170      11,676,170
MARKETPLACE  ST PETE                 1,287,000       4,662,740          283,120       1,287,000       4,945,860       6,232,860
MAXTOWN ROAD (NORTHGATE)             1,753,136       6,244,449           28,947       1,753,136       6,273,396       8,026,532
MAYNARD CROSSING                     4,066,381      14,083,800          616,760       4,066,381      14,700,560      18,766,941
MEMORIAL BEND SHOPPING CENTER        3,256,181      11,546,660        2,121,856       3,366,181      13,558,516      16,924,697
MERCHANTS VILLAGE                    1,054,306       3,162,919        3,399,315       1,054,306       6,562,234       7,616,540
MILLS POINTE                         2,000,000      11,919,176                -       2,000,000      11,919,176      13,919,176
MOCKINGBIRD COMMON                   3,000,000       9,675,600                -       3,000,000       9,675,600      12,675,600
MORNINGSIDE PLAZA                    4,300,000      13,119,929                -       4,300,000      13,119,929      17,419,929
MURRAYHILL MARKETPLACE               2,600,000      15,753,034                -       2,600,000      15,753,034      18,353,034
NASHBORO                             1,824,320       7,313,207                -       1,824,320       7,313,207       9,137,527
NEWBERRY SQUARE                      2,341,460       8,466,651          868,040       2,341,460       9,334,691      11,676,151
NEWLAND CENTER                      12,500,000      12,221,279                -      12,500,000      12,221,279      24,721,279
NORTH HILLS                          4,900,000      18,972,202                -       4,900,000      18,972,202      23,872,202
NORTHVIEW PLAZA                      1,956,961       8,694,879                -       1,956,961       8,694,879      10,651,840
OAKBROOK PLAZA                       4,000,000       6,365,704                -       4,000,000       6,365,704      10,365,704
OAKLEY PLAZA                         1,772,540       6,406,975           78,014       1,772,540       6,484,989       8,257,529
OLD ST AUGUSTINE PLAZA               2,047,151       7,355,162          295,861       2,047,151       7,651,023       9,698,174
ORCHARD SQUARE                       1,155,000       4,135,353          284,028       1,155,000       4,419,381       5,574,381
PACES FERRY PLAZA                    2,811,522       9,967,557        2,047,867       2,811,622      12,015,324      14,826,946
PALM HARBOUR SHOPPING VILLAGE        2,899,928      10,998,230        1,264,129       2,899,928      12,262,359      15,162,287
PALM TRAILS PLAZA                    2,438,996       5,818,523           47,362       2,438,996       5,865,885       8,304,881
PARK PLACE                           2,231,745       7,974,362            8,795       2,231,745       7,983,157      10,214,902
PARKWAY STATION                      1,123,200       4,283,917          216,003       1,123,200       4,499,920       5,623,120
PASEO VILLAGE                        2,550,000       7,780,102                -       2,550,000       7,780,102      10,330,102
PEACHLAND PROMENADE                  1,284,562       5,143,564           93,215       1,284,561       5,236,780       6,521,341
PEARTREE VILLAGE                     5,196,653       8,732,711       10,768,493       5,196,653      19,501,204      24,697,857
PIKE CREEK                           5,077,406      18,860,183          398,631       5,077,406      19,258,814      24,336,220
PIMA CROSSING                        5,800,000      24,891,690                -       5,800,000      24,891,690      30,691,690
PINE LAKE VILLAGE                    6,300,000      10,522,041                -       6,300,000      10,522,041      16,822,041
PINE TREE PLAZA                        539,000       1,995,927        3,310,606         539,000       5,306,533       5,845,533
PLAZA DE HACIENDA                    4,230,000      11,741,933                -       4,230,000      11,741,933      15,971,933
PLAZA HERMOSA                        4,200,000       9,369,630                -       4,200,000       9,369,630      13,569,630
POWERS FERRY SQUARE                  3,607,647      12,790,749        3,901,785       3,607,647      16,692,534      20,300,181
POWERS FERRY VILLAGE                 1,190,822       4,223,606          243,073       1,190,822       4,466,679       5,657,501
PRESTON PARK                         6,400,000      46,896,071                -       6,400,000      46,896,071      53,296,071
QUEENSBOROUGH                        1,826,000       6,501,056         (833,622)(*)   1,163,021       6,330,413       7,493,434
REGENCY COURT                        3,571,337      12,664,014        1,032,708       3,571,337      13,696,722      17,268,059
RIDGLEA PLAZA                        1,675,498      12,912,138                -       1,675,498      12,912,138      14,587,636
RIVERMONT STATION                    2,887,213      10,445,109           87,952       2,887,213      10,533,061      13,420,274
RONA PLAZA                           1,500,000       4,356,480                -       1,500,000       4,356,480       5,856,480
ROSWELL VILLAGE                      2,304,345       6,777,200        5,729,925       2,304,345      12,507,125      14,811,470
RUSSELL RIDGE                        2,153,214               -        6,574,954       2,215,341       6,512,827       8,728,168
SAMMAMISH HIGHLAND                   9,300,000       7,553,288                -       9,300,000       7,553,288      16,853,288
SAN LEANDRO                          1,300,000       7,891,091                -       1,300,000       7,891,091       9,191,091
SANDY PLAINS VILLAGE                 2,906,640      10,412,440        1,555,213       2,906,640      11,967,653      14,874,293
SANDY SPRINGS VILLAGE                  733,126       2,565,411        1,013,964         733,126       3,579,375       4,312,501
SANTA ANA DOWTOWN                    4,240,000       7,319,468                -       4,240,000       7,319,468      11,559,468
SEQUOIA STATION                      9,100,000      17,899,819                -       9,100,000      17,899,819      26,999,819
SHERWOOD MARKET CENTER               3,475,000      15,897,972                -       3,475,000      15,897,972      19,372,972
SHOPPES @ 104                        2,651,000       9,523,429          440,325       2,651,000       9,963,754      12,614,754
</TABLE>
                                        S-3
<PAGE>
                                            Regency Centers, L.P.
                               Combined Real Estate and Accumulated Depreciation
                                                December 31, 1999
<TABLE>
<CAPTION>
                                                                                                                   Schedule III

                                           Initial Cost         Cost Capitalized                  Total Cost
                                   ----------------------------                    ---------------------------------------------
                                                   Building &     Subsequent to                     Building &
                                      Land       Improvements     Acquisition          Land       Improvements       Total
                                   ------------  --------------  ---------------   ------------- --------------- -------------
<S>                                <C>           <C>                <C>            <C>           <C>              <C>

SHOPPES AT MASON                     1,576,656       5,357,855                -       1,576,656       5,357,855       6,934,511
SILVERLAKE                           2,004,860       7,161,869           21,690       2,004,860       7,183,559       9,188,419
SOUTH MONROE                         1,200,000       6,566,974       (1,351,812)(*)     874,999       5,540,163       6,415,162
SOUTH POINT PLAZA                    5,000,000      10,085,995                -       5,000,000      10,085,995      15,085,995
SOUTH POINTE CROSSING                4,399,303      11,363,585                -       4,399,303      11,363,585      15,762,888
SOUTHCENTER                          1,300,000      12,250,504                -       1,300,000      12,250,504      13,550,504
SOUTHPARK                            3,077,667       9,399,976                -       3,077,667       9,399,976      12,477,643
ST ANN SQUARE                        1,541,883       5,597,282          166,887       1,541,883       5,764,169       7,306,052
STATLER SQUARE                       2,227,819       7,479,952          241,316       2,227,819       7,721,268       9,949,087
STRAWFLOWER VILLAGE                  4,060,228       7,232,936                -       4,060,228       7,232,936      11,293,164
SUNNYSIDE 205                        1,200,000       8,703,281                -       1,200,000       8,703,281       9,903,281
TAMIAMI TRAILS                       2,046,286       7,463,336          169,041       2,046,286       7,632,377       9,678,663
TASSAJARA CROSSING                   8,560,000      14,899,929                -       8,560,000      14,899,929      23,459,929
TEQUESTA SHOPPES                     1,782,000       6,426,042          245,223       1,782,000       6,671,265       8,453,265
THE MARKETPLACE                        546,828       2,187,314            1,951         546,829       2,189,264       2,736,093
THE PROMENADE                        2,526,480      12,712,811                -       2,526,480      12,712,811      15,239,291
THE VILLAGE                            522,313       6,984,992                -         522,313       6,984,992       7,507,305
THOMAS LAKE                          6,000,000      10,301,811                -       6,000,000      10,301,811      16,301,811
TOWN CENTER AT MARTIN DOWNS          1,364,000       4,985,410           35,225       1,364,000       5,020,635       6,384,635
TOWN SQUARE                            438,302       1,555,481        1,593,834         768,302       2,819,315       3,587,617
TROWBRIDGE CROSSING EQUIPORT           910,263       1,914,551        1,162,927         910,263       3,077,478       3,987,741
TWIN PEAKS                           5,200,000      25,119,758                -       5,200,000      25,119,758      30,319,758
UNION SQUARE SHOPPING CENTER         1,578,654       5,933,889          425,198       1,578,656       6,359,085       7,937,741
UNIVERSITY COLLECTION                2,530,000       8,971,597          149,697       2,530,000       9,121,294      11,651,294
UNIVERSITY MARKETPLACE               3,250,562       7,056,855        2,518,819       3,532,046       9,294,190      12,826,236
VALLEY RANCH CENTRE                  3,021,181      10,727,623                -       3,021,181      10,727,623      13,748,804
VENTURA VILLAGE                      4,300,000       6,351,012                -       4,300,000       6,351,012      10,651,012
VILLAGE CENTER 6                     3,010,586      10,799,316          441,127       3,010,586      11,240,443      14,251,029
WALKER CENTER                        3,840,000       6,417,522                -       3,840,000       6,417,522      10,257,522
WATERFORD TOWNE CENTER               5,650,058       5,514,671                -       5,650,058       5,514,671      11,164,729
WELLEBY                              1,496,000       5,371,636        1,656,583       1,496,000       7,028,219       8,524,219
WELLINGTON MARKET PLACE              5,070,384      13,308,972          352,814       5,070,384      13,661,786      18,732,170
WELLINGTON TOWN SQUARE               1,914,000       7,197,934          691,879       1,914,000       7,889,813       9,803,813
WEST HILLS                           2,200,000       6,045,233                -       2,200,000       6,045,233       8,245,233
WEST PARK PLAZA                      5,840,225       4,991,746                -       5,840,225       4,991,746      10,831,971
WESTCHESTER PLAZA                    1,857,048       6,456,178          284,131       1,857,048       6,740,309       8,597,357
WESTLAKE VILLAGE CENTER                      -      32,786,739                -               -      32,786,739      32,786,739
WINDMILLER PLAZA PHASE I             2,620,355      11,190,526          468,768       2,620,355      11,659,294      14,279,649
WOODCROFT SHOPPING CENTER            1,419,000       5,211,981          388,944       1,419,000       5,600,925       7,019,925
WOODMAN VAN NUYS                     5,500,000       6,835,246                -       5,500,000       6,835,246      12,335,246
WOODSIDE CENTRAL                     3,500,000       8,845,698                -       3,500,000       8,845,698      12,345,698
WORTHINGTON PARK CENTRE              3,346,203      10,053,858          482,503       3,346,203      10,536,361      13,882,564
                                   ------------  --------------     ------------   ------------- ---------------- -------------
                                   538,697,969   1,634,235,139       88,762,058     538,881,578   1,722,813,591   2,261,695,169
                                   ============  ==============     ============   ============= ================ =============
(*) Includes land parcels sold in 1999
</TABLE>
                                        S-4
<PAGE>



                                Regency Centers, L.P.
                     Combined Real Estate and Accumulated Depreciation
                                    December 31, 1999


                                                                   Schedule III

                                                  Total Cost
                                                    Net of
                                   Accumulated   Accumulated
                                   Depreciation  Depreciation        Mortgages
                                   ------------  --------------  ---------------
ANASTASIA SHOPPING PLAZA               703,411       4,163,157                -
ARAPAHO VILLAGE                        167,115       8,701,721                -
ARDEN SQUARE                           154,340      10,406,098                -
ASHFORD PLACE                          919,895      11,393,577        4,550,587
AVENTURA SHOPPING CENTER             2,590,758       9,755,545        8,470,790
BECKETT COMMONS                        290,832       7,448,840                -
BENEVA                                 234,349      11,393,934                -
BENT TREE PLAZA                        333,929       8,252,865        5,524,586
BERKSHIRE COMMONS                    1,293,958       9,240,660                -
BLOOMINGDALE                           689,773      17,508,442                -
BLOSSOM VALLEY                         214,502      17,909,979                -
BOLTON PLAZA                         1,164,968       9,140,320                -
BOULEVARD CENTER                       200,691      13,116,576                -
BOYNTON LAKES PLAZA                    503,861      12,365,815                -
BRAELINN VILLAGE EQUIPORT            1,169,840      16,294,636        2,218,290
BRIARCLIFF LA VISTA                    228,379       3,512,307        1,630,511
BRIARCLIFF VILLAGE                   1,531,761      20,845,297        3,113,636
BRISTOL WARNER                         254,072      16,742,944                -
BROOKVILLE PLAZA                       232,409       5,368,115                -
BUCKHEAD COURT                         640,706       8,775,325                -
BUCKLEY SQUARE                         114,662       7,981,578                -
CAMBRIDGE SQUARE                       231,738       3,786,043                -
CARMEL COMMONS                         724,774      12,304,356                -
CARRIAGE GATE                          929,813       3,538,220        2,266,757
CASA LINDA PLAZA                       646,494      34,677,836                -
CASCADE PLAZA                           89,111      13,628,514                -
CENTER OF SEVEN SPRINGS              1,365,365       8,443,745                -
CHAMPIONS FOREST                       180,533      11,163,945                -
CHERRY GROVE                           608,392      16,132,341                -
CHERRY PARK MARKET                     336,746      18,226,188                -
CITY VIEW SHOPPING CENTER              387,717       5,214,450                -
COOPER STREET                          222,192      12,538,888                -
COSTA VERDE                            524,233      37,476,955                -
COUNTRY CLUB CALIF                     243,184      14,414,016                -
CROMWELL SQUARE                        582,640       7,737,686        4,411,629
CROSSROADS                              53,918       6,055,040                -
CUMMING 400                            785,766      10,486,189        6,349,087
DIABLO PLAZA                           156,691      12,679,175                -
DUNWOODY HALL                          612,852       8,640,405                -
DUNWOODY VILLAGE                       768,329      10,903,750        7,144,500
EAST POINTE                            328,701       8,319,777        5,173,921
EAST PORT PLAZA                        840,051      14,311,857                -
EL CAMINO                              226,355      18,226,073                -
EL NORTE PARKWAY PLA                   131,548       9,034,040                -
ENCINA GRANDE                          215,852      15,202,687                -
ENSLEY SQUARE                          326,996       4,145,485                -
EVANS CROSSING                         268,899       6,495,181        4,277,340
FLEMING ISLAND                         237,072       9,162,886        3,404,648
FRANKLIN SQUARE                        517,497      11,924,605        8,989,157
FRIARS MISSION                         564,821      33,372,171        7,686,329
GARDEN SQUARE                          447,836       9,665,710        6,403,488
GARNER FESTIVAL                        626,736      25,726,539                -
GLENWOOD VILLAGE                       402,574       5,255,055        2,127,621
HAMILTON MEADOWS                       385,108       8,235,267        5,528,516
HAMPSTEAD VILLAGE                       20,684       7,901,320        2,431,616
HANCOCK                                497,293      31,982,908                -
HARPETH VILLAGE FIELDSTONE             446,475      10,934,823                -
HARWOOD HILLS VILLAGE                  187,491      11,857,827                -
HERITAGE LAND                                -      12,390,000                -
HERITAGE PLAZA                         508,580      23,167,377                -
HIGHLAND SQUARE                        386,415      16,552,800        3,835,315
HILLCREST VILLAGE                       37,464       3,360,222                -
HINSDALE LAKE COMMONS                  411,905      18,917,495                -
HYDE PARK                            2,306,602      43,018,474        4,750,000

                                        S-5
<PAGE>
                                Regency Centers, L.P.
                     Combined Real Estate and Accumulated Depreciation
                                    December 31, 1999

                                                                   Schedule III

                                                  Total Cost
                                                    Net of
                                   Accumulated   Accumulated
                                   Depreciation  Depreciation        Mortgages
                                   ------------  --------------  ---------------

INGLEWOOD PLAZA                         38,648       3,123,758                -
JAMES CENTER                           177,930      11,979,567        5,787,944
KERNERSVILLE PLAZA                     281,973       7,809,255        5,146,742
KINGSDALE SHOPPING CENTER              838,852      18,212,882                -
LAKE MERIDIAN                          253,379      18,378,510                -
LAKE PINE PLAZA                        324,461       8,901,759        5,888,137
LAKESHORE                              256,291       6,744,937        3,668,020
LEETSDALE MARKETPLACE                  210,546      13,143,155                -
LITTLETON SQUARE                       171,608      10,113,356                -
LOEHMANNS PLAZA                      1,316,391      17,541,136                -
LOEHMANNS PLAZA CALIFORNIA             182,289      13,916,846                -
LOVEJOY STATION                        349,967       6,777,255                -
MAINSTREET SQUARE                      322,753       5,490,638                -
MARINERS VILLAGE                       438,189       7,234,443                -
MARKET AT PRESTON FOREST               223,653      14,929,059                -
MARKET AT ROUND ROCK                   202,961      11,473,209        7,298,779
MARKETPLACE  ST PETE                   511,093       5,721,767                -
MAXTOWN ROAD (NORTHGATE)               273,865       7,752,667        5,339,003
MAYNARD CROSSING                       653,322      18,113,619        1,550,269
MEMORIAL BEND SHOPPING CENTER        1,179,660      15,745,037        8,089,362
MERCHANTS VILLAGE                      374,103       7,242,437                -
MILLS POINTE                           254,094      13,665,082        5,741,898
MOCKINGBIRD COMMON                     202,283      12,473,317                -
MORNINGSIDE PLAZA                      277,236      17,142,693                -
MURRAYHILL MARKETPLACE                 332,855      18,020,179        8,209,237
NASHBORO                               159,122       8,978,405                -
NEWBERRY SQUARE                      1,667,918      10,008,233        6,346,921
NEWLAND CENTER                         265,001      24,456,278                -
NORTH HILLS                            394,792      23,477,410        8,688,589
NORTHVIEW PLAZA                        180,899      10,470,941                -
OAKBROOK PLAZA                         137,140      10,228,564                -
OAKLEY PLAZA                           455,637       7,801,892                -
OLD ST AUGUSTINE PLAZA                 684,282       9,013,892                -
ORCHARD SQUARE                         475,492       5,098,889                -
PACES FERRY PLAZA                    1,013,894      13,813,052                -
PALM HARBOUR SHOPPING VILLAGE        1,030,852      14,131,435                -
PALM TRAILS PLAZA                      237,875       8,067,006                -
PARK PLACE                             233,562       9,981,340                -
PARKWAY STATION                        437,015       5,186,105                -
PASEO VILLAGE                          162,823      10,167,279        4,081,445
PEACHLAND PROMENADE                    724,060       5,797,281        4,095,518
PEARTREE VILLAGE                     1,208,491      23,489,366        2,613,011
PIKE CREEK                             715,709      23,620,511        2,237,467
PIMA CROSSING                          521,129      30,170,561                -
PINE LAKE VILLAGE                      218,507      16,603,534                -
PINE TREE PLAZA                        152,747       5,692,786                -
PLAZA DE HACIENDA                      243,335      15,728,598        6,604,058
PLAZA HERMOSA                          194,980      13,374,650                -
POWERS FERRY SQUARE                  1,328,284      18,971,897                -
POWERS FERRY VILLAGE                   379,832       5,277,669        2,885,949
PRESTON PARK                           984,572      52,311,499        4,478,620
QUEENSBOROUGH                          176,070       7,317,364                -
REGENCY COURT                        1,156,685      16,111,374                -
RIDGLEA PLAZA                          273,345      14,314,291                -
RIVERMONT STATION                      665,282      12,754,992                -
RONA PLAZA                              90,620       5,765,860                -
ROSWELL VILLAGE                        622,605      14,188,865                -
RUSSELL RIDGE                          823,061       7,905,107        6,124,639
SAMMAMISH HIGHLAND                     157,091      16,696,197                -
SAN LEANDRO                            166,369       9,024,722                -
SANDY PLAINS VILLAGE                   955,297      13,918,996                -
SANDY SPRINGS VILLAGE                  248,139       4,064,362                -
SANTA ANA DOWTOWN                      153,685      11,405,783                -
SEQUOIA STATION                        372,249      26,627,570                -
SHERWOOD MARKET CENTER                 343,240      19,029,732                -
SHOPPES @ 104                          385,985      12,228,769                -
SHOPPES AT MASON                       249,129       6,685,382        3,861,074
SILVERLAKE                             285,014       8,903,405                -

                                   S-6
<PAGE>

                                Regency Centers, L.P.
                     Combined Real Estate and Accumulated Depreciation
                                    December 31, 1999


                                                                   Schedule III

                                                  Total Cost
                                                    Net of
                                   Accumulated   Accumulated
                                   Depreciation  Depreciation        Mortgages
                                   ------------  --------------  ---------------

SOUTH MONROE                           213,093       6,202,069                -
SOUTH POINT PLAZA                      209,355      14,876,640                -
SOUTH POINTE CROSSING                  279,858      15,483,030                -
SOUTHCENTER                            257,171      13,293,333                -
SOUTHPARK                              195,568      12,282,075                -
ST ANN SQUARE                          345,192       6,960,860        4,861,922
STATLER SQUARE                         370,770       9,578,317        5,393,006
STRAWFLOWER VILLAGE                    153,788      11,139,376                -
SUNNYSIDE 205                          182,560       9,720,721        5,678,996
TAMIAMI TRAILS                         481,369       9,197,294                -
TASSAJARA CROSSING                     310,417      23,149,512                -
TEQUESTA SHOPPES                       564,489       7,888,776                -
THE MARKETPLACE                        264,410       2,471,683        2,186,300
THE PROMENADE                          268,195      14,971,096                -
THE VILLAGE                            146,548       7,360,757                -
THOMAS LAKE                            214,407      16,087,404                -
TOWN CENTER AT MARTIN DOWNS            387,973       5,996,662                -
TOWN SQUARE                            178,771       3,408,846                -
TROWBRIDGE CROSSING EQUIPORT           202,473       3,785,268        1,800,000
TWIN PEAKS                             524,275      29,795,483                -
UNION SQUARE SHOPPING CENTER           556,755       7,380,986                -
UNIVERSITY COLLECTION                  737,604      10,913,690                -
UNIVERSITY MARKETPLACE               2,122,729      10,703,507                -
VALLEY RANCH CENTRE                    227,928      13,520,876                -
VENTURA VILLAGE                        132,059      10,518,953                -
VILLAGE CENTER 6                     1,189,672      13,061,357                -
WALKER CENTER                          135,589      10,121,933                -
WATERFORD TOWNE CENTER                  43,360      11,121,369                -
WELLEBY                                780,688       7,743,531                -
WELLINGTON MARKET PLACE              1,498,316      17,233,854                -
WELLINGTON TOWN SQUARE                 692,458       9,111,355                -
WEST HILLS                             125,737       8,119,496        5,185,042
WEST PARK PLAZA                        103,736      10,728,235                -
WESTCHESTER PLAZA                      390,261       8,207,096        5,712,441
WESTLAKE VILLAGE CENTER                681,958      32,104,781                -
WINDMILLER PLAZA PHASE I               431,949      13,847,700                -
WOODCROFT SHOPPING CENTER              469,317       6,550,608                -
WOODMAN VAN NUYS                       138,667      12,196,579        5,895,124
WOODSIDE CENTRAL                       186,176      12,159,522                -
WORTHINGTON PARK CENTRE                510,888      13,371,676        4,858,536
                                   ---------------------------------------------
                                    81,294,400   2,180,400,769      350,596,373
                                   =============================================
(*) Includes land parcels sold in 1999





                                   S-7



<PAGE>

                              REGENCY REALTY CENTERS. L.P.
                    Combined Real Estate and Accumulated Depreciation
                                   December 31, 1999



Depreciation  and  amortization  of the  Company's  investment  in buildings and
improvements  reflected in the  statement of  operation is  calculated  over the
estimated useful lives of the assets as follows:

                        Buildings and improvements up to 40 years

The  aggregate   cost  for  Federal   income  tax  purposes  was   approximately
$1,935,556,329 at December 31, 1999.



The changes in total real estate assets for the period ended  December 31, 1999,
1998, and 1997:
<TABLE>
<CAPTION>

                                                                      1999            1998           1997
                                                                 --------------- --------------- -------------
                       <S>                                       <C>             <C>             <C>


                       Balance, beginning of period               1,017,383,929     644,770,114   252,670,199
                           Developed or acquired properties       1,213,460,158     389,940,413   390,902,973
                           Transfer of two properties                30,265,851               -             -
                           Sale of property                         (18,330,608)    (24,248,801)   (2,907,503)
                           Improvements                              18,915,839       6,922,203     4,104,445
                                                                 --------------- --------------- -------------

                       Balance, end of period                     2,261,695,169   1,017,383,929   644,770,114
                                                                 =============== =============== =============

</TABLE>


The changes in accumulated  depreciation for the period ended December 31, 1999,
1998, and 1997:
<TABLE>
<CAPTION>

                                                                      1999            1998           1997
                                                                 --------------- --------------- -------------
                       <S>                                       <C>             <C>             <C>


                       Balance, beginning of period                  36,752,466      22,537,454    11,669,690
                          Transfer of two properties                  2,558,924               -             -
                          Sale of property                             (721,034)     (5,121,929)     (713,176)
                          Depreciation for period                    42,704,044      19,336,941    11,580,940
                                                                 --------------- --------------  ------------

                       Balance, end of period                        81,294,400      36,752,466    22,537,454
                                                                 =============== =============== =============

</TABLE>
                                   S-8