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 333-63723-07

                 REGENCY 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 ( ) NO (x )

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

The  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
                                      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.

                                  REGENCY OPERATING PARTNERSHIP
                                  OF GEORGIA, L.P.

                             By: REGENCY CENTERS, L.P., General Partner
                             By: REGENCY REALTY CORPORATION, General Partner

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
                                      Princpal 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  reities  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

Date:    March 17, 1999             /s/ Raymond L. Bank
                                    -------------------
                                    Raymond L. Bank, Director

Date:    March 17, 1999             /s/ A. R. Carpenter
                                    --------------------
                                     A. R. Carpenter, Director

Date:    March 17, 1999             /s/ Jeffrey A. Cozad
                                    --------------------
                                    Jeffrey A. Cozad, Director

Date:    March 17, 1999             /s/ J. Dix Druce, Jr.
                                    ---------------------
                                    J. Dix Druce, Jr., Director

Date:    March 17, 1999             s/ John T. Kelley
                                     ------------------
                                    John T. Kelley, Director

Date:    March 17, 1999             /s/ Douglas S. Luke
                                    -------------------
                                    Douglas S. Luke, Director

Date:    March 17, 1999            /s/ John C. Schweitzer
                                    ----------------------
                                   John C. Schweitzer, Director

Date:    March 17, 1999           /s/ Lee Wielansky
                                  --------------------
                                  Lee Wielansky, Director

Date:    March 17, 1999          /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, 1998 and 1997,  and the related  statements of
operations,  partners' capital,  and cash flows for the years ended December 31,
1998 and 1997, and for the period from February 22, 1996 (inception) to December
31, 1996. 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,  1998  and  1997,  and the  results  of its
operations  and its cash flows for the years ended  December  31, 1998 and 1997,
and for the period from February 22, 1996  (inception)  to December 31, 1996, in
conformity with generally accepted accounting principles.





                                                 KPMG LLP







<PAGE>
              RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

Balance Sheets

                           December 31, 1998 and 1997




                                                       1998                 1997
                                                     ----------      -----------
                 

          Assets
Cash restricted for tenants' security deposits        $ 21,441            17,178

Property and buildings, at cost
Land                                                 1,123,200         1,123,200
Buildings and improvements                           4,426,662         4,399,773
                                                    ----------       -----------
                 
                                                     5,549,862         5,522,973
Less accumulated depreciation                          319,124           206,224
                 
                                                    ----------       -----------
Net property and buildings                           5,230,738         5,316,749
                                                    ----------       -----------
                 

Other assets:
Accounts receivable and other assets                    33,782            51,375
Deferred leasing costs, less accumulated
   amortization (note 5)                                24,952             6,800
                                                    ----------       -----------
                 
Total other assets                                      58,734            58,175
                                                    ----------       -----------
                                                    
                                                  $  5,310,913         5,392,102
                                                    ==========       ===========

Liabilities and Partners' Capital
Liabilities:
Notes  payable (note 3)                              3,484,916         3,484,916
Accounts payable and other liabilities                 345,675           229,887
Tenants' security deposits                              21,441            17,178
                                                    ----------        ----------

Total liabilities                                    3,852,032         3,731,981

Partners' capital (note 2)                           1,458,881         1,660,121
                                                    ----------       -----------

                                                   $ 5,310,913         5,392,102
                                                    ==========       ===========



See accompanying notes to financial statements.

<PAGE>
          RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                Statements of Operations

           Years ended  December 31, 1998 and 1997, and the period
               from February 22, 1996  (inception) to December 31,
               1996




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

Revenues:
Rental income (note 4)                     $ 684,980      682,922      565,040
Tenant reimbursements and other income       116,906      102,778      107,200
                                           ---------    ---------    ----------
Total revenues                               801,886      785,700      672,240
                                           ---------    ---------    ----------


Expenses:
Depreciation and amortization                119,121      115,342       90,882
General and administrative (note 5)          110,560      126,252       95,210
Real estate taxes                             65,857       59,823       51,653
Interest                                     219,297      276,652      257,540
                                           ---------    ----------    ---------
Total expenses                               514,835      578,069      495,285
                                           ---------    ---------    ----------

Net income                                $  287,051      207,631      176,955
                                          ==========   ==========     =========



See accompanying notes to financial statements.

<PAGE>
                  RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                         Statements of Partners' Capital

    Years ended December 31, 1998 and 1997, and the period from
    February 22, 1996 (inception) to December 31, 1996


                                             Limited     Regency
                                             Partners   Centers, L.P.   Total
                                           -----------   -----------   ---------
                                           

Balance at February 22, 1996 (inception)    $     --            --            --

Contribution of real estate                  525,333            --       525,333

Net cash contributions (distributions)       (16,845)      102,467        85,622

Net income                                        --       176,955       176,955
                                            -----------   -----------  ---------


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

Net cash contributions (distributions)       (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 contributions (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
                                           ==========   ==========     =========


See accompanying notes to financial statements.
<PAGE>

                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                            Statements of Cash Flows

      Years ended  December 31, 1998 and 1997, and the period
       from February 22, 1996  (inception) to December 31, 1996




                                                   1998       1997       1996
                                                ---------  ---------  --------
Cash flows from operating activities:
Net income                                     $ 287,051     207,631     176,955
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization                    119,121     115,342      90,882
Deferred leasing costs                           (24,373)     (6,800)         --
Changes in assets and liabilities
Accounts receivable and other assets              17,593      (1,969)   (47,248)
Accounts payable and other liabilities           115,788      31,211     109,760
Cash restricted for tenants security
 deposits                                        (4,263)       1,223     (1,116)
Tenants' security deposits                        4,263       (1,223)     1,116
                                               ----------  ----------- ---------
Net cash provided by
operating activities                            515,180      345,415     330,349
                                               ---------   ----------   --------

Cash flows from investing activities -
    additions to property and buildings         (26,889)     (58,174)  (306,513)
                                               ----------  ----------   --------

Cash flows from financing activities:
Principal payments on notes payable                       (3,801,821)  (109,458)
Borrowings on notes payable                          --    2,850,000         --
Net cash contributions (distributions)         (488,291)     664,580      85,622
                                               ---------  ----------   ---------
  Net cash used in financing activities        (488,291)    (287,241)   (23,836)
                                             -----------   ----------  ---------

          Net change in cash                         --           --          --

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

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

Supplemental disclosure of cash flow
information:
    Cash paid for interest                      230,863      215,088     269,200
                                             ===========   ==========   ========


See accompanying notes to financial statements.
<PAGE>


                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




(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, 1998.

              The Partnership  interest is held 16% by Regency Centers,  L.P., a
              Delaware  partnership  (RCLP),  as  general  partner,  and  84% by
              various  individuals  (Limited  Partners).  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.



<PAGE>


                   RRC OPERATING PARTNERSHIP OF GEORGIA, L.P.

                          Notes to Financial Statements

                           December 31, 1998, 1997 and 1996




       (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.

       (h)    Impairment of Long-Lived Assets

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


(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  Partners  receive
       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,  1998 and 1997.  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, 1998, 1997 and 1996




(4)    Leases

       The  Partnership has various tenant leases with terms that expire through
       2003. 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                               $        645,195
                 2000                                        622,897
                 2001                                        464,993
                 2002                                        194,447
                 2003                                         11,616
                                                       -------------
                                                    $      1,939,148
                                                       =============  

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

       During each of 1998 and 1997, one tenant, Kroger Supermarkets,  paid base
       rent totaling $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
       $31,294,  $30,872 and $26,127 for the periods ended December 31, 1998,
       1997 and 1996, respectively.

       The  Partnership  paid tenant  lease  commissions  to RCLP of $24,373 and
       $6,800  for the  years  ended  December  31,  1998 and 1997.  No  leasing
       commissions  were paid during 1996.  Such  payments have been recorded as
       deferred leasing costs in the accompanying balance sheets.
<PAGE>