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 333-63723-07

                RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
        (Exact name of registrant as specified in its charter)

                    Georgia                                59-33363127
                                                           -----------
          (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 (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  approximate  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.,
which is the general  partner of RRC  Operating  Partnership  of  Georgia,  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

                                    Form 10-K
Item
No.
Report Page

                                     PART I

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

2.       Properties............................................................1

3.       Legal Proceedings.....................................................2

4.       Submission of Matters to a Vote of Security Holders...................2

                                     PART II

5.       Market for the Registrant's Common Equity and Related
         Shareholder Matters...................................................2

6.       Selected Consolidated Financial Data..................................3

7.       Management's Discussion and Analysis of Financial Condition
         and Results of Operations.............................................4

7a.      Quantitative and Qualitative Disclosures About Market Risk............5

8.       Consolidated Financial Statements and Supplementary Data..............5

9.       Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure..............................................5

                                    PART III

10.      Directors and Executive Officers of the Registrant....................6

11.      Executive Compensation................................................6

12.      Security Ownership of Certain Beneficial Owners
         and Management........................................................6

13.      Certain Relationships and Related Transactions........................7

                                     PART IV

14.      Exhibits, Financial Statements, Schedules and Reports on
         Form 8-K..............................................................7



<PAGE>


                                     PART I
Item 1.  Business

RRC Operating  Partnership of Georgia,  L.P. (the  "Partnership")  was formed on
February 22, 1996 as a Georgia limited partnership for the purpose of acquiring,
leasing and operating  Parkway  Station  Shopping  Center,  a 94,290 square foot
shopping  center  located  in  Warner-Robins,  Georgia.  Regency  Centers,  L.P.
("RCLP") is the general  partner of the  Partnership and holds a 16% interest in
the  Partnership.  The  remaining  84% is held by the limited  partner.  Regency
Realty  Corporation  ("Regency")  is the general  partner of RCLP and  acquires,
owns,  develops and manages  neighborhood  shopping centers in targeted markets.
Regency, a Florida corporation organized in 1993, commenced operations as a real
estate  investment  trust 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 RCLP, a 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,  as
general partner of RCLP,  fully controls the operating  decisions and activities
of  RCLP,  and  accordingly,  the  operating  decisions  and  activities  of the
Partnership.

Item 2.  Properties

The principal tenant of Parkway Station  Shopping Center is Kroger  Supermarkets
which is 45% of the gross leasable area.

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

             (1)          12,720         13.5%         85,360       14.2%
             2000          8,550          9.1%         82,331       13.7%
             2001          4,180          4.4%         48,825        8.1%
             2002         50,895         54.0%        353,500       58.7%
             2003          3,800          4.0%         32,300        5.4%
         -----------      ------        -------       -------       -----
         10 Yr Total      80,145         85.0%        602,316        100%
         -----------      ------        -------       -------       -----

        (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 Item 7, Management's  Discussion and Analysis for further  information about
the Partnership's shopping center.
<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  Agreement  of Limited
Partnership (the "Partnership Agreement"). As of December 31, 1999, RCLP was the
only general partner, and there was one limited partner of record, 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 RCLP became the general partner
of the  Partnership.  Each  outstanding  Unit held by the limited partner may be
exchangeable 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 Cash Flow (as  defined in the  Partnership  Agreement)  to the
limited  partner,  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  Cash Flow 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 the limited partner has been declared and paid at the
same rate as the Regency cash dividends since RCLP is the general partner of the
Partnership.
<TABLE>
<CAPTION>

                                                   1999                                      1998
                                    -----------------------------------      -------------------------------
                                      Cash                                  Cash
                                      High          Low       Dividends     High          Low       Dividends
                                      Price        Price      Declared      Price        Price      Declared
                                      -----        -----      --------      -----        -----      --------
         <S>                   <C>                  <C>         <C>         <C>          <C>         <C>
         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
</TABLE>


The Partnership  intends to pay regular  quarterly  distributions to the limited
partner 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.
<PAGE>


Item 6.  Selected Consolidated Financial Data

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:
      Total rental revenues                        $    774,108        801,886         785,700       672,240          -
                                                      ----------     ----------       ---------     --------      -------
Operating expenses:
  Operating, maintenance and
    real estate taxes                                   181,209        176,417         186,075       146,863          -
  Depreciation and amortization                         131,765        119,121         115,342        90,882          -
                                                      ----------     ----------       ---------      --------     -------
     Total operating expenses                           312,974        295,538         301,417       237,745          -
                                                      ----------     ----------       ---------      --------     -------

Interest expense, net of  interest income               226,805        219,297         276,652       257,540          -
                                                      ----------     ----------       ---------      ---------    -------
  Net income                                       $    234,329        287,051         207,631       176,955          -
                                                      ==========     ==========       =========      =========    =======
Other Data:
  Partnership owned gross leasable area                  94,290         94,290          94,290        94,290          -

Balance Sheet Data:
  Real estate investments at cost                  $  5,623,120      5,549,862       5,522,973     5,464,798          -
  Total assets                                        5,266,844      5,310,913       5,392,102     5,441,724          -
  Total debt                                          3,484,916      3,484,916       3,484,916     4,436,738          -
  Partners' capital                                   1,193,696      1,458,881       1,660,121       787,910          -

</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
Financial Statements and Notes thereto of RRC Operating  Partnership of Georgia,
L.P. appearing elsewhere in this Form 10-K as of December 31, 1999.

Organization

The Partnership interest is held 16% by RCLP, as general partner, and 84% by one
limited partner.  The Partnership will terminate on December 31, 2050 or earlier
upon the occurrence of certain events specified in the Partnership agreement.

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 and
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
center.

Management  expects to meet long-term  liquidity  requirements  from excess cash
generated from operating activities or advances from RCLP, the general partner.

The Partnership expects that cash provided by operating activities and from RCLP
are adequate to meet liquidity requirements.

Results from Operations

Comparison 1999 to 1998

Rental income  decreased  $32,808 or 4.8% to $652,172 in 1999 since the property
is  currently  85% leased vs. 95% leased at December 31, 1998 because of a 8,600
sf tenant move-out.  Tenant reimbursements and other income increased $5,030 due
to a full service lease for one of the tenants. Total expenses increased $24,944
or 4.8% to $539,779 in 1999 due to increases in repairs and maintenance  related
to the  restriping  of the  parking  lot.  Net income was  $234,329  in 1999 vs.
$287,051  in 1998,  a  $52,722  or 18.4%  decrease  for the  reasons  previously
described.

Comparison 1998 to 1997

Rental   income   increased   $2,058  or  0.3%  to  $684,980  in  1998.   Tenant
reimbursements  and other income  increased  $14,128 due to a full service lease
for one of the tenants. Total expenses decreased $63,234 or 10.9% to $514,835 in
1998 due to a  decrease  in  interest  expense  resulting  from a lower  rate of
interest  in 1998.  Net income was  $287,051  in 1998 vs.  $207,631  in 1997,  a
$79,420 or 38.2% increase for the reasons previously described.

Inflation

Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping   center.   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.

Year 2000 System Compliance

The general accounting and property management of the Partnership are handled by
RCLP's systems and applications. 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.  RCLP'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.
<PAGE>

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The  Partnership is not exposed to market risk since its only debt is fixed rate
and is not a party to market risk sensitive instruments, nor has it been a party
to  market  risk  sensitive  instruments  during  the  reporting  period  or the
preceding fiscal year.

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 RCLP,  its  general  partner,  which in turn is
managed  by RCLP's  general  partner,  Regency.  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 Regency
     (Age)                   Principal Occupations During the Past Five Years

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



MaryLou Fiala                President and Chief Operating Officer since
 (Age 48)                    January,  1999 and Director of Regency 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
   (age 52)                  Regency since its initial public offering in
                             October 1993,  and Executive  Vice President
                             of Regency's predecessor real estate division
                             since 1979.



Item 11.  Executive Compensation

The  Partnership  is  managed by RCLP,  its  general  partner,  which in turn is
managed  by RCLP's  general  partner,  Regency.  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>

Item 12.  Security Ownership of Certain Beneficial Owner and Management

The  limited  partner of the  Partnership  has no right to appoint or remove the
general partner. The general partner is Regency Centers,  L.P., 121 West Forsyth
Street, Jacksonville, Florida 32202.

The Partnership has no directors or executive officers and is managed by RCLP as
the general  partner of the  Partnership.  No director or  executive  officer of
Regency,  as  general  partner  of  RCLP,  personally  owns  any  Units  of  the
Partnership as of March 27, 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 RCLP,  its  general  partner,  which in turn is
managed by its general partner, Regency.  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.


                                     PART IV

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

     (a) Financial Statements and Financial Statement Schedules:

The  financial  statements  together with the report of KPMG LLP dated March 17,
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:

            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.

                                              RRC OPERATING PARTNERSHIP
                                              OF GEORGIA, L.P.

                                    By: REGENCY CENTERS, L.P., 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
<PAGE>


         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>


                          Independent Auditors' Report




The Partners
RRC Operating Partnership of Georgia, L.P.:

We have audited the accompanying balance sheets of RRC Operating  Partnership of
Georgia,  L.P. as of December 31, 1999 and 1998,  and the related  statements of
operations, partners' capital, and cash flows for each of the years in the three
period  ended   December  31,  1999.   These   financial   statements   are  the
responsibility of the Partnership'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 Operating  Partnership of
Georgia,  L.P.  as of  December  31,  1999  and  1998,  and the  results  of its
operations  and its cash flows for each of the years in the three  period  ended
December 31, 1999, in conformity with generally accepted accounting principles.





                                              KPMG LLP






Jacksonville, Florida
March 17, 2000


<PAGE>
                                  RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                               Balance Sheets
                                         December 31, 1999 and 1998
<TABLE>
<CAPTION>


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

Assets
Cash restricted for tenants' security deposits              $         15,752                      21,441

Property and buildings, at cost
    Land                                                           1,123,200                   1,123,200
    Buildings and improvements                                     4,499,920                   4,426,662
                                                              ---------------            ----------------

                                                                   5,623,120                   5,549,862
    Less:  accumulated depreciation                                  437,015                     319,124
                                                              ---------------            ----------------

Net property and buildings                                         5,186,105                   5,230,738
                                                              ---------------            ----------------

Other assets:
Accounts receivable and other assets                                  47,816                      33,782
Deferred leasing costs, less accumulated
     amortization                                                     17,171                      24,952
                                                              ---------------            ----------------

Total other assets                                                    64,987                      58,734
                                                              ---------------            ----------------

                                                            $      5,266,844                   5,310,913
                                                              ===============            ================
Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                  3,484,916                   3,484,916
    Accounts payable and other liabilities                           572,480                     345,675
    Tenants' security and escrow deposits                             15,752                      21,441
                                                              ---------------            ----------------

         Total liabilities                                         4,073,148                   3,852,032

Partners' capital                                                  1,193,696                   1,458,881
                                                              ---------------            ----------------

                                                            $      5,266,844                   5,310,913
                                                              ===============            ================
</TABLE>








See accompanying notes to financial statements
<PAGE>
                                 RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                        Statements of Operations
                           For the Years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>


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

Revenues:
    Rental income                                 $         652,172              684,980              682,922
    Tenant reimbursements and other income                  121,936              116,906              102,778
                                                    ----------------     ----------------     ----------------

          Total revenues                                    774,108              801,886              785,700
                                                    ----------------     ----------------     ----------------

Expenses:
    Depreciation and amortization                           131,765              119,121              115,342
    Operating and maintenance                               114,796              110,560              126,252
    Real estate taxes                                        66,413               65,857               59,823
    Interest                                                226,805              219,297              276,652
                                                    ----------------     ----------------     ----------------

          Total expenses                                    539,779              514,835              578,069
                                                    ----------------     ----------------     ----------------

           Net income                             $         234,329              287,051              207,631
                                                    ================     ================     ================

</TABLE>






See accompanying notes to financial statements
<PAGE>
                              RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                      Statements of Partners' Capital
                          For the Years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>

                                                                    Limited              Regency
                                                                    Partner           Centers, L.P.            Total
                                                                   ----------         ---------------          -------
<S>                                                            <C>                    <C>                  <C>


Balance at December 31, 1996                                   $         508,488              279,422              787,910

Net cash (distributions) contributions                                   (48,467)             713,047              664,580

Net income                                                                     -              207,631              207,631
                                                                 ----------------     ----------------     ----------------

Balance at December 31, 1997                                             460,021            1,200,100            1,660,121

Net cash (distributions)                                                 (50,772)            (437,519)            (488,291)

Net income                                                                     -              287,051              287,051
                                                                 ----------------     ----------------     ----------------

Balance at December 31, 1998                                             409,249            1,049,632            1,458,881

Net cash (distributions)                                                 (53,080)            (446,434)            (499,514)

Net income                                                                     -              234,329              234,329
                                                                 ----------------     ----------------     ----------------

Balance at December 31, 1999                                   $         356,169              837,527            1,193,696
                                                                 ================     ================     ================
</TABLE>





See accompanying notes to financial statements

<PAGE>
                             RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.
                                        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 form operating activities:
Net income                                                     $         234,329              287,051              207,631
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                        131,765              119,121              115,342
    Deferred leasing costs                                                (6,093)             (24,373)              (6,800)
Changes in asset and liabilities:
    Accounts receivable and other assets                                  (14,034)              17,593               (1,969)
    Accounts payable and other liabilities                               226,805              115,788               31,211
    Cash restricted for tenants' security deposits                         5,689               (4,263)               1,223
    Tenants' security deposits                                            (5,689)               4,263               (1,223)
                                                                 ----------------     ----------------     ----------------

Net cash provided by operating activities                                572,772              515,180              345,415
                                                                 ----------------     ----------------     ----------------

Cash flows from investing activites - additions to
    property and buildings                                               (73,258)             (26,889)             (58,174)
                                                                 ----------------     ----------------     ----------------

Cash flows from financing activities:
    Principal payments on notes payable                                        -                    -           (3,801,821)
    Borrowings on notes payable                                                -                    -            2,850,000
    Net cash (distributions) contributions                              (499,514)            (488,291)             664,580
                                                                 ----------------     ----------------     ----------------

Net cash used in financing activities                                   (499,514)            (488,291)            (287,241)
                                                                 ----------------     ----------------     ----------------

Net change in cash                                                             -                    -                    -

Cash at beginning of year                                                      -                    -                    -
                                                                 ----------------     ----------------     ----------------

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


Supplemental disclosure of cash flow information:
    Cash paid for interest                                               226,805              230,863              269,200
                                                                 ================     ================     ================
</TABLE>






See accompanying notes to financial statements
<PAGE>

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                          Notes to Financial Statements

                                December 31, 1999

(1)    Summary of Significant Accounting Policies

       (a)    Partnership Structure

              RRC Operating  Partnership of Georgia,  L.P. (the Partnership) was
              formed on February 22, 1996 as a Georgia  limited  partnership for
              the purpose of acquiring,  leasing and operating  Parkway  Station
              Shopping  Center,  a 94,290 square foot shopping center located in
              Warner-Robins,  Georgia.  Parkway  Station,  which was constructed
              during 1983, has a net cost,  for federal income tax purposes,  of
              approximately $2.0 million at December 31, 1999.

              The Partnership  interest is held 16% by Regency Centers,  L.P., a
              Delaware  partnership  (RCLP),  as  general  partner,  and  84% by
              the limited  partner.  The  Partnership  will terminate on
              December 31, 2050 or earlier upon the  occurrence  of certain
              events specified in the Partnership agreement.

       (b)    Method of Accounting

              The accompanying financial statements were prepared on the accrual
              basis of accounting. No provision for income taxes is made because
              any liability for income taxes is that of the individual  Partners
              and not that of the Partnership.

       (c)    Use of 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.

       (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.

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



<PAGE>


                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                          Notes to Financial Statements

                                December 31, 1999

       (e)    Revenue Recognition

              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.  Contingent rentals
              are included in income in the period earned.

       (f)    Deferred Costs

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

       (g)    Cash and Cash Equivalents

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

 (2)   Partners' Capital

       The Partnership Agreement provides, among other provisions, that (1) 100%
       of the net  income  shall be  allocated  to RCLP,  (2) RCLP has  complete
       discretion as to the operations of Parkway Station Shopping  Center,  and
       to  its  ultimate   disposal,   and  (3)  the  limited  partner  receives
       distributions  in an amount equal to the dividends  paid to RCLP's parent
       company's (Regency Realty Corporation) stockholders.

(3)    Notes Payable

       The Partnership has two notes payable to RCLP,  which total $3,484,916 at
       December  31,  1999 and 1998.  The notes  provide for payment of interest
       only annually at 6.73%, and are due in full August 28, 2012.




<PAGE>


                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                          Notes to Financial Statements

                                December 31, 1999
(4)    Leases

       The  Partnership has various tenant leases with terms that expire through
       2004. Future minimum rental payments under noncancelable operating leases
       as of December 31, 1999,  including renewed terms and new tenants, are as
       follows:

           Year ending December 31,                       Amount

                 2000                               $        561,248
                 2001                                        442,677
                 2002                                        172,858
                 2003                                         42,890
                 2004                                         34,017
                 Thereafter                                   35,023
                                                       -------------
                                                    $      1,288,713
                                                       =============

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

       During each of 1999, 1998 and 1997, one tenant, Kroger Supermarkets, paid
       base rent totaling $264,576, $286,624 and $264,576,  respectively,  which
       exceeded 10% of the total minimum rent earned by the Partnership.

(5)    Related Party Transactions

       The  Partnership  paid fees for property  management  to RCLP of $30,101,
       $31,294 and $30,872 for the periods  ended  December 31,  1999,  1998 and
       1997, respectively.

       The Partnership paid leasing  commissions to RCLP of $6,093,  $24,373 and
       $6,800  for the years  ended  December  31,  1999,  1998 and  1997.  Such
       payments have been recorded as deferred leasing costs in the accompanying
       balance sheets.