UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-K/A

Amendment No. 1







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number 0-24763





REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3429602                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer identification No.)
|                                                               | 
|One Independent Drive, Suite 114 Jacksonville, Florida 32202   |  | (904) 598-7000                      
|(Address of principal executive offices) (zip code)            |  | (Registrants telephone No.)        





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 if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  x    NO   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES   ̈    NO  x



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.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | x |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company.    YES   ̈    NO  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 Centers Corporation is the general partner of Regency Centers, L.P. Portions of Regency Centers Corporations Proxy Statement in connection with its
2009 Annual Meeting of Shareholders are incorporated by reference in Part III.









---

EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Form 10-K) to incorporate into the Form 10-K the unaudited combined
financial statements of Regency Retail Partners, a significant fifty percent-or-less owned person accounted for by the equity method by the Registrant, which is required to be filed by the Securities and Exchange Commission (SEC)
pursuant to Rule 3-09 of Regulation S-X. The financial statements of Regency Retail Partners were not available at the time the Registrant filed its Form 10-K on March 17, 2009.

Since the Registrant has amended the Form 10-K as described above, a currently-dated consent from KPMG LLP has been provided, which is required to be filed by the SEC pursuant to Item 601(b)(23) of
Regulation S-K.

Pursuant to the rules of the Securities Exchange Act of 1934, as amended (the Exchange Act) Rule 12b-15, the Registrant
has also amended the Form 10-K to provide currently-dated certifications from the Registrants chief executive officer and chief financial officer, as required by Exchange Act Rule 13a-14(a) or Rule 15d-14(a), as adopted under Section 302
of the Sarbanes-Oxley Act of 2002, and Section 1350 of Title 18 of the United States Code, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002.

Except for the filing of the financial statements under Rule 3-09 of Regulation S-X, revised consent, and revised certifications, this Amendment No. 1 does not amend the Registrants previously filed Form 10-K.

PART IV



|         |  |                                      |  |                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                             |  | 
|-------- |  | ------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|         |  |                                     
|Item 15. |  |                                      |  | Exhibits and Financial Statement Schedules                                                                                                                                                                                                                          
|         |  |                                     
|         |  | (a)                                  |  | Financial Statements and Financial Statement Schedules:                                                                                                                                                                                                             
|         |  |                                      |  | Regency Centers, L.P. 2008 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the
financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.(1)
|         |  |                                     
|         |  | (b)                                  |  | Exhibits:                                                                                                                                                                                                                                                           
|         | 
|3.       |  | Articles of Incorporation and Bylaws
|         |  |                                     
|         |  | (a)                                  |  | Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P.(1)                                                                                                                                                                          
|         |  |                                     
|         |  | (b)                                  |  | Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended (incorporated by reference to Exhibit 10(l) of Regency Centers
Corporations Form 10-K filed March 12, 2004).                                                     
|         |  |                                      | 
|         |  |                                      |  | (i)                                                                                                                                                                                                                                                                  |  | Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. relating to 6.70% Series 5 Cumulative Redeemable Preferred Units,
effective as of July 28, 2005 (incorporated by reference to Exhibit 3.3 to Regency Centers Corporation Form 8-K filed August 1, 2005).
|         |  |                                      | 
|         |  |                                      |  | (ii)                                                                                                                                                                                                                                                                 |  | Amended and Restated Amendment dated January 1, 2008 to Fourth Amended and Restated Agreement of Limited Partnership Relating to 7.45% Series 3 Cumulative Redeemable
Preferred Units (incorporated by reference to Exhibit 10.1 of Regency Centers, L.P.s Form 8-K filed January 7, 2008).               
|         |  |                                      | 
|         |  |                                      |  | (iii)                                                                                                                                                                                                                                                                |  | Amended and Restated Amendment dated January 1, 2008 to Fourth Amended and Restated Agreement of Limited Partnership Relating to 7.25% Series 4 Cumulative Redeemable
Preferred Units (incorporated by reference to Exhibit 10.1 of Regency Centers, L.P.s Form 8-K filed January 7, 2008).               
|         |  |                                     
|4.       |  | (a)                                  |  | See Exhibit 3(b) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.                                                                                                                                          
|         |  |                                     
|         |  |                                      |  |                                                                                                                                                                                                                                                                     





|(1) | Filed on March 17, 2009 as an exhibit to Form 10-K for the year ended December 31, 2008.
|--- | ----------------------------------------------------------------------------------------



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|     |  |                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                              |  | 
|---- |  | --------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|     |  | (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).                                                                                                                                                                              
|     |  |                                                          
|     |  | (c)                                                       |  | Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to
Exhibit 4.4 of Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763).                                                                                                                                                                             
|     |  |                                                           | 
|     |  |                                                           |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., Regency as guarantor and U.S. Bank National Association, as successor to Wachovia
Bank, National Association (formerly known as First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.s Form 8-K filed June 5, 2007).
|     |  |                                                          
|     |  | (d)                                                       |  | Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by
referenced to Exhibit 4.1 of Form S-4 of Regency Centers, L.P. filed August 5, 2005, No. 333-127274).                                                                                                                                                                           
|     | 
|10.  |  | Material Contracts                                       
|     |  |                                                          
|     |  | (a)                                                       |  | Second Amended and Restated Credit Agreement dated as of February 9, 2007 by and among Regency Centers, L.P., Regency, each of the financial institutions initially a
signatory thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to Regency Centers Corporation Form 10-Q filed May 9, 2007).                                                                                                    
|     |  |                                                           | 
|     |  |                                                           |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | First Amendment to Second Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q filed May 8,
2008).                                                                                                                                                                                                   
|     |  |                                                          
|     |  | (b)                                                       |  | Credit Agreement dated as of March 5, 2008 by and among Regency Centers, L.P., Regency, each of the financial institutions party thereto and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed May 8, 2008).                                                                                                                                                                  
|     |  |                                                          
|     |  | (c)                                                       |  | Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of June 1, 2005 by and among Regency Centers, L.P.,
Macquarie CountryWide (US) No. 2 LLC, Macquarie-Regency Management, LLC, Macquarie CountryWide (US) No. 2 Corporation and Macquarie CountryWide Management Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q of Regency Centers
Corporation filed August 8, 2005).
|     |  |                                                          
|     |  | (d)                                                       |  | Purchase Agreement and Amendment to Amended and Restated Limited Liability Agreement relating to Macquarie CountryWide-Regency II, L.L.C. dated as of January 13, 2006
among Macquarie CountryWide (U.S.) No. 2 LLC, Regency Centers, L.P., and Macquarie-Regency Management, LLC (incorporated by reference to Exhibit 10.1 to Form 10-Q of Regency Centers Corporation filed May 8, 2006).                                                   
|     |  |                                                          
|     |  | (e)                                                       |  | Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to Form 10-K of Regency Centers
Corporation filed February 27, 2007).                                                                                                                                                                                                                                             
|     | 
|21.  |  | Subsidiaries of the Registrant.(1)                       
|     | 
|23.  |  | Consent of KPMG LLP.(2)                                  
|     | 
|31.1 |  | Rule 15d-14 Certification of Chief Executive Officer.(2) 
|     | 
|31.2 |  | Rule 15d-14 Certification of Chief Financial Officer.(2) 
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer.(2)
|     | 
|32.2 |  | Section 1350 Certification of Chief Financial Officer.(2)
|     | 
|99.  |  | Financial Statements of Regency Retail Partners.(2)      





|(1) | Filed on March 17, 2009 as an exhibit to Form 10-K for the year ended December 31, 2008.
|--- | ----------------------------------------------------------------------------------------

|(2) | Filed herein.
|--- | -------------



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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.



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|-------------- |  |  |  | ---------------------------------------------------------------------- |  | -------------------------------------------
|               |  |  |  | REGENCY CENTERS, L.P                                                  
|               |  |  | 
|               |  |  |  | By:                                                                    |  | REGENCY CENTERS CORPORATION General
Partner
|               |  | 
|March 31, 2009 |  |  |  | /s/ Martin E. Stein, Jr.                                              
|               |  |  |  | Martin E. Stein, Jr., Chairman of the Board andChief Executive Officer