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 333-63723-06

                        REGENCY OFFICE PARTNERSHIP, L.P.
             (Exact name of registrant as specified in its charter)

                    Delaware                                 59-3402467
          (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 OFFICE PARTNERSHIP, 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
                                         Principal Financial Officer

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

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

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

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

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

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
Regency Office Partnership, L.P.:

We have audited the accompanying  balance sheets of Regency Office  Partnership,
L.P. as of December 31, 1998 and 1997, and the related statements of operations,
partners' capital, and cash flows for each of the years in the three-year period
ended December 31, 1998. These financial  statements are the  responsibility  of
the  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 Regency Office  Partnership,
L.P. as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for each of the years in the  three-year  period  ended  December 31,
1998, in conformity with generally accepted accounting principles.




                                                 KPMG LLP


Jacksonville, Florida
February 28, 1999


<PAGE>
                   REGENCY OFFICE PARTNERSHIP, L.P.

                         Balance Sheets

                    December 31, 1998 and 1997

                                                    1998                 1997
                                                ------------      -------------
                                                                   
Assets

Cash restricted for tenants' security deposits      $ 47,099              62,852

Property and buildings, at cost (note 2):
Land                                               7,394,905                  --
Buildings and improvements                        26,811,187                  --
                                                 ------------      -------------
                                                                 
                                                  34,206,092                  --
Less accumulated depreciation                       (566,209)                 --
                                                 ------------      -------------
                                                                   
Net property and buildings                        33,639,883                  --
                                                 ------------      -------------
                                                                              

                                                          --          19,258,232
                                                 ------------      -------------
                                                                   


Accounts receivable and other assets                 227,946              41,894
Deferred leasing costs, less accumulated
  amortization (note 4)                                8,521             278,771
                                                 ------------      -------------
                                                                                
    Total other assets                               236,467             320,665
                                                 ------------      -------------
                                                                               
                                                $ 33,923,449          19,641,749
                                                =============      =============
                                                                   
Liabilities and Partners' Capital


Accounts payable and other liabilities             $ 125,541              87,142
Tenants' security deposits                            47,099              62,852
                                                 ------------      -------------
                                                                                
    Total liabilities                                172,640             149,994
                                                -------------     --------------
                                                                                

                                                  33,750,809          19,491,755
                                                 ------------      -------------
                                                                   
                                                $ 33,923,449          19,641,749
                                                 ============      =============
                                                                                

See accompanying notes to financial statements.

<PAGE>
                         REGENCY OFFICE PARTNERSHIP, L.P.

                                Statement of Operations

                   Years ended December 31, 1998, 1997 and 1996

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

Revenues:
Rental income (note 3)            $ 3,440,366         4,136,367        4,026,288
Tenant reimbursements                 517,374           496,029          443,574
Other income                           11,033            52,597           28,486
                                 ------------       ------------     -----------
                                            
Total revenues                      3,968,773         4,684,993        4,498,348
                                 ------------       ------------    ------------
                                            


Expenses:
Operating and maintenance (note 4)    270,072           661,970          610,493
Depreciation                          566,209           675,588          662,411
General and administrative            310,145           309,874          240,471
Utilities                              87,062           472,036          492,209
Real estate taxes                     334,875           447,478          440,128
Amortization of deferred leasing
costs                                 279,991           179,451           70,710
Interest                                   --           290,127          444,666
                                 ------------        -----------    ------------
                                            
Total expenses                      1,848,354         3,036,524        2,961,088
                                 ------------        -----------    ------------
                                                                                

Income before gain
on sale of real estate              2,120,419         1,648,469        1,537,260

Gain on sale of real estate 
(note 2)                           10,725,974           450,902               --
                                 ------------      ------------     ------------
                                            

Net income                       $ 12,846,393         2,099,371        1,537,260
                                 ============      ============     ============
                                            


See accompanying notes to financial statements.

<PAGE>
                                               
                              REGENCY OFFICE PARTNERSHIP, L.P.

                              Statements of Partners' Capital

                       Years ended December 31, 1998, 1997 and 1996



                                                                   Total
                                                                 Partners'
                                                                  Capital
                                                        --------------------
                                                        

Balance at December 31, 1995                         $            16,885,087

Net cash contributions (distributions)                           (1,828,008)

Net income                                                         1,537,260
                                                        --------------------
                                                        

Balance at December 31, 1996                                     16,594,339

Net cash contributions (distributions)                              798,045

Net income                                                        2,099,371
                                                        --------------------
                                                        

Balance at December 31, 1997                                      19,491,755

Net cash contributions (distributions)                             1,412,661

Net income                                                        12,846,393
                                                        --------------------
                                                        

Balance at December 31, 1998                         $            33,750,809
                                                        ====================
                                                        



See accompanying notes to financial statements.
                                            


<PAGE>
                       REGENCY OFFICE PARTNERSHIP, L.P.

                            Statements of Cash Flows

                  Years ended December 31, 1998, 1997 and 1996


                                                 1998        1997           1996
                                              ---------   ----------   ---------
Cash flows from operating activities:
Net income                                   $12,846,393   2,099,371   1,537,260
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation                                     566,209     675,588     662,411
Amortization of deferred leasing costs           279,991     179,451      70,710
Deferred leasing costs                            (9,741)   (208,305)  (116,563)
Gain on sale of real estate                  (10,725,974)   (450,902)         --
Changes in assets and liabilities:
Accounts receivable and other assets            (186,052      20,163    (20,594)
Accounts payable and other liabilities            38,399      66,770    (36,369)
Cash restricted for tenants' security
deposits                                          15,753     (11,618)      (623)
Tenants' security deposits                       (15,753)     11,618         623
                                                 --------   ---------   --------
Net cash provided by operating activities      2,809,225   2,382,136   2,096,855
                                               ----------  ---------- ----------

Cash flows from investing activities:
Proceeds from sale of real estate             29,984,206   2,645,229          --
Purchase of and additions to property
and buildings                                (34,206,092)   (568,650)  (250,430)
                                               ----------  ----------  ---------
Net cash provided by(used in) 
investing activities                           (4,221,886)  2,076,579  (250,430)
                                               ----------  ---------- ----------

Cash flows from financing activities:
Principal payments on mortgage loan                    --  (5,256,760)  (60,768)
Net cash contributions (distributions)          1,412,661     798,045(1,828,008)
                                               ----------  ---------- ----------
Net cash provided by (used in)
financing activities                            1,412,661 (4,458,715)(1,888,776)
                                               ----------  ---------- ----------

Net change in cash                                    --          --    (42,351)

Cash at beginning of year                             --          --      42,351
                                               ----------  ---------- ----------

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

Supplemental disclosure of cash flow
information
Cash paid for interest                             $  --     302,627     444,666
                                                ==========  ========== =========


See accompanying notes to financial state


<PAGE>

                        REGENCY OFFICE PARTNERSHIP, L.P.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




(1)    Summary of Significant Accounting Policies

       (a)    Partnership Structure

              Regency Office  Partnership,  L.P. (the Partnership) was formed as
              a Florida  partnership for the purpose of acquiring, leasing and
              operating shopping centers and office buildings.

              The Partnership interest is currently held 99% by Regency Centers,
              L.P., a Florida partnership (RCLP), as general partner,  and 1% by
              Regency Realty Corporation,  RCLP's parent.  Prior to February 23,
              1998,  the   Partnership  was  owned  100%  by  two  wholly  owned
              subsidiaries of Regency Realty Corporation.

       (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>

                        REGENCY OFFICE PARTNERSHIP, 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.  During 1996,  the
              Partnership  collected  cash of $28,128 in excess of minimum  rent
              recorded   related  to  the  impact  of  recognizing   rent  on  a
              straight-line basis.  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.
              Recoverablility  of  assets  to be held  and used is  measured  by
              comparison  of the carrying  amount of an asset to future net cash
              flows  expected to be generated  by the asset.  If such assets are
              considered  to be impaired,  the  impairment  to be  recognized is
              measured by the amount by which the carrying amounts of the assets
              exceed their fair value.


(2)    Sale of Office Buildings and Purchase of Shopping Centers

       During 1997 and 1996,  the operations of the  Partnership  were generated
       from the rental of four  office  properties.  Those  properties  were (1)
       Quadrant,  a  188,502  square  foot  property  located  in  Jacksonville,
       Florida,  constructed  and  acquired  in  1985  for  approximately  $17.9
       million,  (2) Paragon  Cable  Building,  a 40,298  square  foot  property
       located  in  Tampa,  Florida,   constructed  and  acquired  in  1993  for
       approximately  $3.0  million,  (3)  Westland  One, a 36,304  square  foot
       property  located in Jacksonville,  Florida,  constructed and acquired in
       1988 for approximately $2.0 million,  and (4) Fairway Executive Center, a
       33,135  square foot  property  located in Fort  Lauderdale,  Florida.  On
       December  22, 1997 the  Partnership  sold  Fairway  Executive  Center for
       $2,645,229 which resulted in a gain of $450,902.


<PAGE>



                        REGENCY OFFICE PARTNERSHIP, L.P.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




       In December 1997, the partnership  classified all of its office buildings
       as held for sale. Accordingly,  no depreciation has been recorded on such
       properties  from that point forward.  During the first six months of 1998
       the  Partnership  sold the remaining  three office  properties  for a net
       sales price of $29,984,206, and recorded a gain of $10,725,974.

       During 1998, prior to their sale, the office buildings generated $187,800
       in income before gain on sale of real estate.  Subsequent to the sales of
       the office  properties,  the Partnership  purchased two shopping centers.
       Cherry  Grove,  a 186,040  square  foot  property,  constructed  in 1997,
       located  in  Cincinnati,   Ohio,  was  purchased  for  $16,243,443,   and
       Bloomingdale Square, a 267,935 square foot property, constructed in 1987,
       located in Tampa, Florida, was purchased for $17,962,650. At December 31,
       1998, Cherry Grove and Bloomingdale  Square had accumulated  depreciation
       of $265,335 and $300,874,  respectively, and had a combined net cost, for
       federal income tax purposes, of $28.6 million.


(3)    Leases

       The  Partnership has various tenant leases with terms that expire through
       2021.  Based on the sales and  subsequent  purchases  of rental  property
       described in note 2, the following future minimum rental payments reflect
       the leases related to the  Partnership's  current rental properties only,
       Cherry Grove and Bloomingdale Square:

                         Year ending December 31,        Amount

                               1999            $        3,304,241
                               2000                     3,164,758
                               2001                     2,817,471
                               2002                     2,394,313
                               2003                     1,963,670
                               Thereafter              14,409,125
                                                 ----------------
                                               $       28,053,578
                                                 ================
       Most  tenants  are  responsible  for  payment or  reimbursement  of their
       proportionate share of taxes, insurance, and common area expenses.

       During  1998,  Kroger and WalMart paid base rents  totaling  $518,515 and
       $371,754,  respectively,  which  exceeded  10% of the total  minimum rent
       earned by the Partnership.  In each of 1997 and 1996, two office building
       tenants paid minimum rent of $1,228,764,  which exceeded 10% of the total
       minimum rent earned by the Partnership.




<PAGE>



                        REGENCY OFFICE PARTNERSHIP, L.P.

                          Notes to Financial Statements

                        December 31, 1998, 1997 and 1996




(4)    Related Party Transactions

       The  Partnership  paid fees for property  management to RCLP of $151,454,
       $172,194 and $166,172 for the years ended  December 31, 1998,  1997,  and
       1996, respectively. In addition, during 1996 the Partnership paid RRG, an
       affiliate of RCLP, $45,000 for asset management services.

       The  Partnership  paid  tenant  lease  commissions  to  RCLP  of  $9,741,
       $208,305,  and $116,563 or the years ended  December 31, 1998,  1997, and
       1996, respectively.  Such payments have been recorded as deferred leasing
       costs in the accompanying balance sheets.