UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC   20549
                                    FORM 10-K

(X)        ANNUAL REPORT  PURSUANT TO SECTION 13 OR
           15(d) OF THE SECURITIES  EXCHANGE ACT OF
           1934 For the fiscal year ended  December
           31, 1998

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

                       Commission File Number 333-63723-02

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

                    FLORIDA                                  59-3248289
          (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)


                     (Name of exchange on which registered)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES ( ) NO (x )

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

Registrant is a wholly owned  subsidiary of Regency Realty Corporation.

                       Documents Incorporated by Reference
                                      None



<PAGE>



                                TABLE OF CONTENTS

                                   Form 10-K
Item
No.
Report Page

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

                                     PART IV

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

     (a) Financial Statements and Financial Statement Schedules:

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

     (b)  Reports on Form 8-K: None

     (c) Exhibits:

         23.Consent of KPMG LLP

         27.Financial Data Table




<PAGE>


                                   SIGNATURES

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

                                    RRC FL FIVE, INC.

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

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

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

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

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

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

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

<PAGE>


                          Independent Auditors' Report




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

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

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

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





                                                 KPMG LLP




Jacksonville, Florida
February  28, 1999




<PAGE>
                              RRC FL FIVE, INC.

                              Balance Sheets

                         December 31, 1998 and 1997


                                               1998                 1997
                                        -------------      ---------------
                                                            
Assets
Cash restricted for tenants' 
security deposits                          $  73,860               48,653
Property and buildings, at
 cost (note 2):
Land                                        2,751,094            2,751,094
Buildings and improvements                  9,475,619            9,435,081
                                       --------------      ---------------
                                                         
                                           12,226,713           12,186,175
Less accumulated depreciation               2,111,008            1,635,974
                                       --------------      ---------------
                                                         
Net property and buildings                 10,115,705           10,550,201
                                       ---------------     ---------------
                                                         

Other assets:
Escrow balances                                21,044               64,252
Accounts receivable and other assets          186,472              238,530
Deferred  costs, less accumulated 
amortization (note 4)                         224,638              230,481
                                       --------------        -------------
                                                         
Total other assets                            432,154              533,263
                                       --------------        -------------
                                                         

                                        $  10,621,719           11,132,117
                                       ==============        =============
                                                         

Liabilities and Stockholder's 
Equity
Liabilities:
Mortgage loan payable (note 2)              8,602,767            8,713,253
Accounts payable and other liabilities         73,463                5,241
Tenants' security deposits                     73,860               48,653
                                        -------------       --------------
                                                         
     Total liabilities                      8,750,090            8,767,147
                                       --------------       --------------
                                                         

Stockholder's equity:
Common stock $.01 par value per share:
10,000 shares authorized, issued and
outstanding                                      100                  100
Additional paid in capital                 3,139,319            3,250,449
Accumulated deficit                       (1,267,790)            (885,579)
                                       --------------       --------------
                                                         
Total stockholder's equity                 1,871,629            2,364,970
                                      --------------        -------------
                                                         

                                        $ 10,621,719           11,132,117
                                      ==============        =============
                                                         


See accompanying notes to financial statements.

<PAGE>
                                RRC FL FIVE, INC.

                            Statements of Operations

                  Years ended December 31, 1998, 1997 and 1996


                                   1998             1997             1996
                               -------------   --------------   -------------

Revenue:
Rental income (note 3)          $ 1,102,604       1,035,342         1,048,489
Tenant reimbursements               340,879         305,979           381,809
Other income                         52,652          54,143           109,289
                             --------------   --------------      -----------
Total revenue                     1,496,135       1,395,464         1,539,587
                             --------------   --------------      -----------

Expenses:
Operating and maintenance 
(note 4)                            245,502         255,702           267,789
Depreciation and amortization       531,614         520,571           514,085
General and administrative           56,718          55,456            70,329
Real estate taxes                   221,446         226,336           233,880
Interest                            823,066         833,446           843,036
                             --------------   --------------   --------------
Total expenses                    1,878,346       1,891,511         1,929,119
                             --------------   --------------   --------------

Net loss                        $ (382,211)        (496,047)        (389,532)
                             ==============   ==============   ==============



See accompanying notes to financial statements.

<PAGE>
                               RRC FL FIVE, INC.

                       Statements of Stockholder's Equity

                        December 31, 1998, 1997 and 1996



                                        Additional                    Total
                               Common    Paid In    Accumulated    Stockholder's
                                Stock    Capital     Deficit        Equity
                              ---------  ----------   --------     ------------

Balance at December 31, 1995     $ 100    3,183,351         --        3,183,451

Additional paid in capital
(dividends), net                   --     (118,055)         --        (118,055)

Net loss                           --           --    (389,532)       (389,532)
                             ---------    ---------  -----------     -----------

Balance at December 31, 1996      100    3,065,296    (389,532)        2,675,864

Additional paid in capital
(dividends), net                   --      185,153         --            185,153

Net loss                           --          --     (496,047)        (496,047)
                             ---------   ---------   ----------      -----------

Balance at December 31, 1997      100    3,250,449    (885,579)        2,364,970

Additional paid in capital 
(dividends), net                  --     (111,130)         --          (111,130)

Net loss                          --           --     (382,211)        (382,211)
                           ----------  ----------    ----------       ----------

Balance at December 31, 1998   $ 100    3,139,319   (1,267,790)        1,871,629
                          ===========  ==========   ===========      ===========



See accompanying notes to financial statements.
<PAGE>
 RRC FL FIVE, INC.

                   Statements of Cash Flows

         Years ended December 31, 1998, 1997 and 1996


                                               1998        1997         1996
                                           -----------  -----------  -----------
                                                     

Cash flows from operating activities:
Net loss                                     $(382,211)   (496,047)    (389,532)
Adjustments to reconcile net loss to net
cash provided by (used in) operating 
activities:
Depreciation and amortization                   531,614     520,571      514,085
Deferred costs                                  (50,737)    (45,900)    (26,145)
Changes in assets and liabilities:
Escrow balances                                  43,208     (19,710)      27,569
Accounts receivable and other assets             52,058     (11,537)     121,458
Accounts payable and other liabilities           68,222     (15,132)      21,066
Cash restricted for tenants' security
deposits                                        (25,207)       (214)      27,075
Tenants' security deposits                       25,207         214     (27,075)
                                               ---------    --------   ---------
                                                     
Net cash provided by (used in)
operating activities                            262,154     (67,755)     268,501
                                              ----------  ----------  ----------
                                                     

Cash flows from investing activities
- additions to property and buildings          (40,538)      (7,248)    (42,437)
                                              ----------  ----------  ----------
                                                     

Cash flows from financing activities:
Principal payments on mortgage loan           (110,486)    (110,150)   (108,009)
Additional paid in capital (dividends), net   (111,130)     185,153    (118,055)
                                              ----------  ----------  ----------
                                                     
Net cash (used in) provided by
financing activities                          (221,616)      75,003    (226,064)
                                              ----------  ----------  ----------
                                                     

Net change in cash                                  --           --           --
Cash at beginning of year                           --           --           --
                                              ----------  ----------  ----------
                                                     
Cash at end of year                             $  --            --           --
                                              ==========  ==========  ==========
                                                     

Supplemental disclosure of cash flow 
information:
Cash paid for interest                        $ 823,066      833,446     843,036
                                              ==========  ==========  ==========
                                                     



See accompanying notes to financial statements.
<PAGE>



                                RRC FL FIVE, INC.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




(1)    Summary of Significant Accounting Policies

       (a)    Company Structure

              RRC  FL  Five,   Inc.  (the  Company)  was  formed  as  a  Florida
              corporation  for the purpose of  acquiring,  leasing and operating
              Aventura  Shopping  Center a 102,876  square foot shopping  center
              located in Miami,  Florida.  The  Company is 100% owned by Regency
              Realty Corporation (RRC).  Aventura,  which was constructed during
              1974, was acquired in 1994 for  approximately  $12.1  million.  At
              December 31, 1998,  its net cost,  for federal income tax purposes
              was approximately $2.0 million.

       (b)    Method of Accounting

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

       (c)    Use of Estimates

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

       (d)    Property and Buildings

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

       (e)    Revenue Recognition

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



<PAGE>



                                RRC FL FIVE, INC.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




       (f)    Deferred Costs

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

       (g)    Cash and Cash Equivalents

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

       (h)    Impairment of Long-Lived Assets

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

       (i)    Earnings per Share

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


(2)    Mortgage Loan Payable

       Mortgage  note  payable to a bank,  bearing  interest  at 9.5% per annum,
       payable in monthly  installments  of  $78,633,  including  principal  and
       interest,  maturing on March 1, 2002. The mortgage loan is secured by the
       property and buildings of the Company.

       Principal maturities on the mortgage loan is as follows:

                         Year ending December 31,       Amount

                               1999         $          131,978
                               2000                    145,076
                               2001                    159,475
                               2002                  8,166,238
                                              ----------------
                                            $        8,602,767
                                              ================

<PAGE>



                                RRC FL FIVE, INC.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




(3)    Leases

       The  Company  has various  tenant  leases with terms that expire  through
       2009. Future minimum rental payments under noncancelable operating leases
       as of December 31, 1998,  including renewed terms and new tenants, are as
       follows:

                         Year ending December 31,            Amount

                               1999                  $          969,883
                               2000                             944,224
                               2001                             898,641
                               2002                             870,047
                               2003                             746,744
                               Thereafter                     1,801,969
                                                       ----------------
                                                     $        6,231,508
                                                       =================
   
       Most  tenants  are  responsible  for  payment or  reimbursement  of their
       proportionate share of taxes, insurance, and common area expenses.

       During  1998,  Bankunited  and  Safra  Republic  Bank  paid  base rent of
       $152,229  and  $318,750,  respectively,  which  exceeded 10% of the total
       minimum rent earned by the Company.

       During  each of 1997 and 1996,  one  tenant,  Publix  Supermarkets,  paid
       minimum rents totaling $107,724,  which exceeded 10% of the total minimum
       rent earned by the Company.


(4)    Related Party Transactions

       The Company paid fees for property management to RRC of $55,557, $55,252,
       and  $60,170  for the  years  ended  December  31,  1998,  1997 and 1996,
       respectively. In addition, during 1996 the Company paid RRG, an affiliate
       of RRC, $9,000, for asset management services.

       The Company paid tenant lease commissions to RRC of $50,737,  45,900, and
       $26,145  for  the  years  ended   December  31,  1998,   1997  and  1996,
       respectively.  Such payments have been recorded as deferred leasing costs
       in the accompanying balance sheets.