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

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

                   For the fiscal year ended December 31, 2001

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

            For the transition period from ___________ to ___________

                         Commission File Number 0-24763

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

        Delaware                                              59-3429602
(State or other jurisdiction of                            (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)

                                 Not Applicable
                     (Name of exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act:
                      Class B Units of Partnership Interest

Indicate by check mark 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 number of shares of Registrant's voting
common stock outstanding is not applicable.

                       Documents Incorporated by Reference
egency Centers Corporation is the general partner of Regency Centers, L.P.
Portions of Regency Centers Corporation's Proxy Statement in connection with its
2002 Annual Meeting of Shareholders are incorporated by reference in Part III.



<PAGE>


We are filing an amendment to our original Form 10-K to provide further
disclosure about our accounting policies and also our agreements with Security
Capital Group. We modified footnote 1(a) Organization and Principles of
Consolidation to clarify our consolidation policy with respect to voting
control. We modified footnote 1(c) Real Estate Investments by adding additional
disclosures related to the impairment losses recorded in 2001 and 2000. We
modified footnote 6 Regency's Stockholders' Equity and Partners' Capital to
provide additional disclosures about the agreements between Regency and Security
Capital Group.



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

     (a) Financial Statements and Financial Statement Schedules:

         Regency's 2001 financial statements and financial statement schedule,
         together with the report of KPMG LLP are listed on the index
         immediately preceding the financial statements at the end of this
         report.

     (b) Reports on Form 8-K:

          Report on Form 8-K was filed on December 10, 2001 under Item 7
Exhibits.

     (c)  Exhibits:


3.       Articles of Incorporation and Bylaws

                  (i)      Fourth Amended and Restated Agreement of Limited
                           Partnership, as amended, incorporated by reference to
                           Exhibit 3(i) of the Company's Form 10-K filed on
                           March 26, 2002.

                  (ii)     Restated Articles of Incorporation of Regency Centers
                           Corporation as amended to date, incorporated by
                           reference to Exhibit 3(ii) of the Company's Form 10-K
                           filed on March 26, 2002.

                  (iii)    Restated Bylaws of Regency Centers Corporation,
                           (incorporated by reference to Exhibit 10 of the
                           Company's Form 10-Q filed November 7, 2000).

4.          (a)   See exhibits 3(i) and 3(ii) for provisions of the Articles of
                  Incorporation and Bylaws of Regency Centers Corporation
                  defining rights of security holders.

            (b)   Indenture dated July 20, 1998 between Regency Centers, L.P.,
                  the guarantors named therein and First Union National Bank, as
                  trustee (incorporated by reference to Exhibit 4.1 to the
                  registration statement on Form S-4 of Regency Centers, L.P.,
                  No. 333-63723).

            (c)   Indenture dated March 9, 1999 between Regency Centers, L.P.,
                  the guarantors named therein and First Union National Bank, as
                  trustee (incorporated by reference to Exhibit 4.1 to the
                  registration statement on Form S-3 of Regency Centers, L.P.,
                  No. 333-72899)

            (d)   Indenture dated December 5, 2001 between Regency Centers,
                  L.P., the guarantors named therein and First Union National
                  Bank, as trustee (incorporated by referenced to Exhibit 4.4 of
                  Form 8-K of Regency Centers, L.P. filed December 10, 2001,
                  File No. 0-24763)

<PAGE>

10.      Material Contracts

              ~(a)         Regency Centers Corporation 1993 Long Term Omnibus
                           Plan, as amended, incorporated by reference to
                           Exhibit 10.2 of the Company's Form 10-K filed
                           March 19, 2001.

             ~*(b)         Form of Stock Purchase Award Agreement

             ~*(c)         Form of Management Stock Pledge Agreement, relating
                           to the Stock Purchase Award Agreement filed as
                           Exhibit 10(b)

            ~*(d)          Form of Promissory Note, relating to the Stock
                           Purchase Award Agreement filed as Exhibit 10(b)

            ~*(e)          Form of Option Award Agreement for Key Employees

            ~*(f)          Form of Option Award Agreement for Non-Employee
                           Directors

            ~*(g)          Annual Incentive for Management Plan

            ~*(h)          Form of Director/Officer Indemnification Agreement

            ~*(i)          Form of Non-Competition Agreement between Regency
                           Centers Corporation and Joan W. Stein, Robert L.
                           Stein, Richard W. Stein, the Martin E. Stein
                           Testamentary Trust A and  the Martin E. Stein
                           Testamentary Trust B.

              (j)          The following documents relating to the purchase by
                           Security Capital U.S. Realty and Security Capital
                           Holdings, S.A. of up to 45% of the Registrant's
                           outstanding common stock:

                  ++       (i)     Stock Purchase Agreement dated June 11, 1996.

                  ++       (ii)    Stockholders' Agreement dated July 10, 1996.

                                   (A)     First Amendment of Stockholders'
                                           Agreement dated February 10, 1997
                                           (incorporated by reference to the
                                           Company's Form 8-K report filed
                                           March 14, 1997)

                                   (B)     Amendment No. 2 to Stockholders'
                                           Agreement dated December 4, 1997
                                           (incorporated by reference to Exhibit
                                           6.2 to Schedule 13D/A filed by
                                           Security Capital U.S. Realty on
                                           December 11, 1997)

                                   (C)     Amendment No. 3 to Stockholders
                                           Agreement dated September 23, 1998
                                           (incorporated by reference to Exhibit
                                           8.2 to Schedule 13D/A filed by
                                           Security Capital U.S. Realty on
                                           October 2, 1998)

                                   (D)     Letter Agreement dated June 14, 2000
                                           to Stockholders Agreement dated
                                           September 23, 1998 (incorporated by
                                           reference to Exhibit 10.2 to
                                           Schedule 13D/A filed by Security
                                           Capital U.S. Realty on September 27,
                                           2000)

--------------------------
~           Management contract or compensatory plan or arrangement filed
            pursuant to S-K 601(10)(iii)(A).
*           Included as an exhibit to Pre-effective Amendment No. 2 to the
            Company's registration statement on Form S-11 filed October 5, 1993
            (33-67258), and incorporated herein by reference ++ Filed as
            appendices to the Company's definitive proxy statement dated
            August 2, 1996 and incorporated herein by reference.


                                       2
<PAGE>


                  ++       (iii)   Registration Rights Agreement dated July 10,
                                   1996.

              (k)          Stock Grant Plan adopted on January 31, 1994 to grant
                           stock to employees (incorporated by reference to the
                           Company's Form 10-Q filed May 12, 1994).

            ~@(l)          Criteria for Restricted Stock Awards under 1993 Long
                           Term Omnibus Plan.

            ~@(m)          Form of 1996 Stock Purchase Award Agreement.

             @(n)          Form of 1996 Management Stock Pledge Agreement
                           relating to the Stock Purchase Award Agreement filed
                           as Exhibit 10(o).

            ~@(o)          Form of Promissory Note relating to 1996 Stock
                           Purchase Award Agreement filed as Exhibit 10(o).

              (p)          Intentionally omitted.

              (q)          Credit Agreement dated as of April 30, 2001 by and
                           among Regency Centers, L.P., a Delaware limited
                           partnership (the "Borrower"), Regency Realty Group,
                           Inc., a Florida corporation, Regency Centers
                           Corporation, a Florida corporation (the "Parent"),
                           each of the financial institutions initially a
                           signatory hereto together with their assignees (the
                           "Lenders"), and Wells Fargo Bank, National
                           Association, as contractual representative of the
                           Lenders to the extent and in the manner provided
                           (incorporated by reference to Exhibit 10.1 of the
                           Company's Form 10-Q filed August 14, 2001).

                 ~(r)      Amended and Restated Severance and Change of Control
                           Agreement dated as of April, 2002 by and between
                           REGENCY CENTERS CORPORATION, a Florida corporation
                           (the "Company") and Martin E. Stein, Jr. (the
                           "Employee")

                 ~(s)      Amended and Restated Severance and Change of Control
                           Agreement dated as of April, 2002 by and between
                           REGENCY CENTERS CORPORATION, a Florida corporation
                           (the "Company") and Bruce M. Johnson (the "Employee")

                 ~(t)      Amended and Restated Severance and Change of Control
                           Agreement dated as of April, 2002 by and between
                           REGENCY CENTERS CORPORATION, a Florida corporation
                           (the "Company") and Mary Lou Fiala (the "Employee")


21.      Subsidiaries of the Registrant (incorporated by reference to the
         Company's Form 10-K filed March 26, 2002)

23.      Consent of KPMG LLP

--------------------------
~        Management contract or compensatory plan or arrangement filed pursuant
         to S-K 601(10)(iii)(A).
++       Filed as appendices to the Company's definitive proxy statement dated
         August 2, 1996 and incorporated herein by reference.
@        Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and
         incorporated herein by reference.



                                       3
<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 CENTERS, L.P.

                                       By: REGENCY CENTERS CORPORATION,
                                           Its General Partner


Date:    April 16, 2002                By:   /s/ J. Christian Leavitt
                                          --------------------------------------
                                          J. Christian Leavitt, Senior Vice
                                          President, Finance and Principal
                                          Accounting Officer





                                       4
<PAGE>

                              REGENCY CENTERS, L.P.
                          INDEX TO FINANCIAL STATEMENTS




Regency Centers, L.P.

     Independent Auditors' Report                                            F-2
     Consolidated Balance Sheets as of December 31, 2001 and 2000            F-3
     Consolidated Statements of Operations for the years ended
         December 31, 2001, 2000, and 1999                                   F-4
     Consolidated Statements of Changes in Partners' Capital for
         the years ended December 31, 2001, 2000 and 1999                    F-5
     Consolidated Statements of Cash Flows for the years ended
         December 31, 2001, 2000, and 1999                                   F-7
     Notes to Consolidated Financial Statements                              F-8


Financial Statement Schedule

     Independent Auditors' Report on Financial Statement Schedule            S-1

     Schedule III - Regency Centers, L.P. Combined Real Estate and
         Accumulated Depreciation - December 31, 2001                        S-2



  All other schedules are omitted because they are not applicable or because
  information required therein is shown in the consolidated financial statements
  or notes thereto.







                                       F-1
<PAGE>



                          Independent Auditors' Report


The Unitholders of Regency Centers, L.P. and the Board of Directors
of Regency Centers Corporation:


We have audited the accompanying consolidated balance sheets of Regency Centers,
L.P. as of December 31, 2001 and 2000, and the related consolidated statements
of operations, changes in partners' capital, and cash flows for each of the
years in the three-year period ended December 31, 2001. These consolidated
financial statements are the responsibility of Regency's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Regency Centers L.P.
as of December 31, 2001 and 2000, and the results of their operations and their
cash flows for each of the years in the three-year period ended December 31,
2001 in conformity with accounting principles generally accepted in the United
States of America.



                                  /s/ KPMG LLP

                                    KPMG LLP





Jacksonville, Florida
January 31, 2002




                                       F-2
<PAGE>
                           REGENCY CENTERS, L.P.
                        Consolidated Balance Sheets
                         December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                     2001                     2000
                                                                                     ----                     ----
<S>                                                                           <C>                         <C>
Assets
Real estate investments:
    Land                                                                      $      600,081,672            564,089,984
    Buildings and improvements                                                     1,914,961,155          1,813,554,881
                                                                               ------------------        ---------------
                                                                                   2,515,042,827          2,377,644,865
    Less:  accumulated depreciation                                                  202,325,324            147,053,900
                                                                               ------------------        ---------------
                                                                                   2,312,717,503          2,230,590,965
    Properties in development                                                        408,437,476            296,632,730
    Operating properties held for sale                                               158,121,462            184,150,762
    Investments in real estate partnerships                                           75,229,636             85,198,279
                                                                               ------------------        ---------------
          Net real estate investments                                              2,954,506,077          2,796,572,736

Cash and cash equivalents                                                             27,853,264            100,987,895
Notes receivable                                                                      32,504,941             66,423,893
Tenant receivables, net of allowance for uncollectible accounts of
    $4,980,335 and $4,414,085 at December 31, 2001
    and 2000, respectively                                                            47,723,145             39,407,777
Deferred costs, less accumulated amortization of $20,402,059 and
    $13,910,018 at December 31, 2001 and 2000, respectively                           34,399,242             21,317,141
Other assets                                                                          12,327,567             10,434,298
                                                                               ------------------        ---------------

                                                                              $    3,109,314,236          3,035,143,740
                                                                               ==================        ===============

Liabilities and Partners' Capital
Liabilities:
    Notes payable                                                                  1,022,720,748            841,072,156
    Unsecured line of credit                                                         374,000,000            466,000,000
    Accounts payable and other liabilities                                            73,434,322             75,460,304
    Tenants' security and escrow deposits                                              8,656,456              8,262,885
                                                                               ------------------        ---------------
           Total liabilities                                                       1,478,811,526          1,390,795,345
                                                                               ------------------        ---------------

Limited partners' interest in consolidated partnerships                                3,940,011             13,116,282
                                                                               ------------------        ---------------
Partners' Capital:
Series A  preferred units, par value $50: 1,600,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               78,800,000             78,800,000
Series B  preferred units, par value $100: 850,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               82,799,720             82,799,720
Series C  preferred units, par value $100: 750,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               73,058,577             73,058,577
Series D  preferred units, par value $100: 500,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               49,157,977             49,157,977
Series E  preferred units, par value $100: 700,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               68,221,579             68,221,579
Series F  preferred units, par value $100: 240,000 units
     issued and outstanding at December 31, 2001 and 2000, respectively               23,365,799             23,369,924
General partner; 59,088,958 and 58,414,526 units outstanding
     at December 31, 2001 and 2000, respectively                                   1,219,050,856          1,225,414,966
Limited partners; 1,555,636 and 1,448,874 units outstanding
     at December 31, 2001 and 2000, respectively                                      32,108,191             30,409,370
                                                                               ------------------        ---------------
          Total partners' capital                                                  1,626,562,699          1,631,232,113
                                                                               ------------------        ---------------
Commitments and contingencies
                                                                              $    3,109,314,236          3,035,143,740
                                                                               ==================        ===============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Operations
              For the Years ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>
                                                                 2001                  2000                 1999
                                                                 ----                  ----                 ----
<S>                                                       <C>                         <C>                  <C>
Revenues:
     Minimum rent                                         $     271,713,124           256,279,019          218,039,441
     Percentage rent                                              5,833,674             5,231,517            5,000,272
     Recoveries from tenants                                     76,068,575            69,707,918           55,919,788
     Service operations revenue                                  31,494,739            27,226,411           18,239,486
     Equity in income of investments in
        real estate partnerships                                  3,439,397             3,138,553            4,687,944
                                                            ----------------      ----------------     ----------------
           Total revenues                                       388,549,509           361,583,418          301,886,931
                                                            ----------------      ----------------     ----------------
Operating expenses:
     Depreciation and amortization                               67,505,587            59,430,262           48,611,519
     Operating and maintenance                                   50,239,821            47,297,799           39,204,109
     General and administrative                                  20,560,939            19,932,609           19,274,225
     Real estate taxes                                           38,734,782            34,998,404           28,253,961
     Other expenses                                               4,356,384             1,936,686              472,526
                                                            ----------------      ----------------     ----------------
           Total operating expenses                             181,397,513           163,595,760          135,816,340
                                                            ----------------      ----------------     ----------------
Interest expense (income):
     Interest expense                                            74,416,416            71,970,783           60,067,007
     Interest income                                             (5,577,487)           (4,807,711)          (2,196,954)
                                                            ----------------      ----------------     ----------------
           Net interest expense                                  68,838,929            67,163,072           57,870,053
                                                            ----------------      ----------------     ----------------

           Income before gain, provision on real estate
             investments and minority interests                 138,313,067           130,824,586          108,200,538

Gain (loss) on sale of operating properties                         699,376             4,506,982             (232,989)
Provision for loss on operating properties held for sale         (1,595,136)          (12,995,412)                   -
Minority interest of limited partners                              (721,090)           (2,631,721)          (2,855,404)
                                                            ----------------      ----------------     ----------------

           Net income                                           136,696,217           119,704,435          105,112,145

Preferred unit distributions                                    (33,475,007)          (29,601,184)         (12,368,403)
                                                            ----------------      ----------------     ----------------

           Net income for common unitholders              $     103,221,210            90,103,251           92,743,742
                                                            ================      ================     ================

Net income per common unit:
           Basic                                          $            1.70                  1.49                 1.61
                                                            ================      ================     ================
           Diluted                                        $            1.69                  1.49                 1.61
                                                            ================      ================     ================
</TABLE>


See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>
                              REGENCY CENTERS, L.P.
             Consolidated Statement of Changes in Partners' Capital
              For the Years Ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                              Preferred         General           Limited             Total
<S>                                        <C>                <C>                  <C>             <C>
Balance at
   December 31, 1998                       $   78,800,000       552,166,799        22,258,692        653,225,491
Net income                                     12,368,403        89,711,022         3,032,720        105,112,145
Cash received for the issuance of
  preferred units, net                        205,016,274                 -                 -        205,016,274
Cash distributions for dividends                        -       (97,623,424)       (3,140,849)      (100,764,273)
Preferred unit distribution                   (12,368,403)                -                 -        (12,368,403)
Purchase of Regency stock and
  corresponding units                                   -       (54,536,612)                -        (54,536,612)
Other  (distributions), net                             -          (323,206)                -           (323,206)
Units issued for acquisition
  of real estate                                        -       746,671,745        26,608,892        773,280,637
Units issued as a result of common
  stock issued by Regency                               -         4,044,945                 -          4,044,945
Units converted for cash                                -                 -        (1,620,939)        (1,620,939)
Units exchanged for common
  stock of Regency                                      -         7,595,673        (7,595,673)                 -
Reallocation of limited partners' interest              -          (257,558)          257,558                  -
                                            --------------   ---------------  ----------------   ----------------
Balance at
   December 31, 1999                          283,816,274     1,247,449,384        39,800,401      1,571,066,059
Net income                                     29,601,184        87,610,832         2,492,419        119,704,435
Proceeds from the issuance of
  preferred units, net                         91,591,503                 -                 -         91,591,503
Cash distributions for dividends                        -      (111,896,164)       (3,241,249)      (115,137,413)
Preferred unit distribution                   (29,601,184)                -                 -        (29,601,184)
Purchase of Regency stock and
  corresponding units                                   -       (11,088,419)                -        (11,088,419)
Other contributions (distributions), net                -          (132,019)                -           (132,019)
Units issued for acquisition
  of real estate or investments in
  real estate partnerships                              -            88,924         1,632,020          1,720,944
Units converted for cash                                -                 -        (1,435,694)        (1,435,694)
Units issued as a result of common
  stock issued by Regency                               -         4,723,849                 -          4,723,849
Units exchanged for common
  stock of Regency                                      -         9,811,877        (9,811,877)                 -
Reallocation of limited partners interest               -          (973,350)          973,350                  -
Reallocation of minority interest                       -          (179,948)                -           (179,948)
                                            --------------   ---------------  ----------------   ----------------
Balance at
   December 31, 2000                          375,407,777     1,225,414,966        30,409,370      1,631,232,113
Net income                                     33,475,007       100,664,207         2,557,003        136,696,217
Costs from the issuance of
  preferred units                                  (4,125)                -                 -             (4,125)
Cash distributions for dividends                        -      (117,825,613)       (3,038,012)      (120,863,625)
Preferred unit distribution                   (33,475,007)                -                 -        (33,475,007)
Units issued to acquire limited
  partners' interest in
  consolidated partnerships                             -                 -         4,383,468          4,383,468
Units converted for cash                                -                 -          (110,487)          (110,487)
Units issued as a result of
  common stock issued by Regency,
  net of repurchases                                    -         8,162,261                 -          8,162,261
Units exchanged for common
  stock of Regency                                      -         3,220,453        (3,220,453)                 -
Units issued for acquisition
  of real estate or investments in
  real estate partnerships                              -            43,196           498,688            541,884
Reallocation of limited partners interest               -          (628,614)          628,614                  -
                                            --------------   ---------------  ----------------   ----------------
Balance at
   December 31, 2001                     $    375,403,652     1,219,050,856        32,108,191      1,626,562,699
                                            ==============   ===============  ================   ================
</TABLE>

See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>
                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>
<CAPTION>
                                                                              2001                2000                 1999
                                                                              ----                ----                 ----
<S>                                                                   <C>                    <C>                  <C>
Cash flows from operating activities:
    Net income                                                        $   136,696,217         119,704,435          105,112,145
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                    67,505,587          59,430,262           48,611,519
          Deferred loan cost and debt premium amortization                  1,136,734             609,107              556,100
          Services provided by Regency in exchange for units                8,096,997           4,698,573            3,821,570
          Minority interest of limited partners                               721,090           2,631,721            2,855,404
          Equity in income of investments in real estate
             partnerships                                                  (3,439,397)         (3,138,553)          (4,687,944)
          (Gain) loss on sale of operating properties                        (699,376)         (4,506,982)             232,989
          Provision for loss on operating properties held
             for sale                                                       1,595,136          12,995,412                    -
          Changes in assets and liabilities:
              Tenant receivables                                           (9,304,128)         (4,170,897)         (12,342,419)
              Deferred leasing costs                                      (11,691,159)        (10,454,805)          (5,025,687)
              Other assets                                                 (4,213,411)         (4,732,220)              74,863
              Tenants' security and escrow deposits                           303,740             248,331            1,238,955
              Accounts payable and other liabilities                       (2,650,730)          5,217,507           10,854,775
                                                                       ---------------     ---------------    -----------------
                 Net cash provided by operating activities                184,057,300         178,531,891          151,302,270
                                                                       ---------------     ---------------    -----------------
Cash flows from investing activities:
     Acquisition and development of real estate                          (332,702,732)       (432,545,686)        (232,524,318)
     Proceeds from sale of real estate                                    142,016,541         165,926,227           76,542,059
     Acquisition of Pacific, net of cash acquired                                   -                   -           (9,046,230)
     Acquistion of partners' interest in investments
        in real estate partnerships, net of cash acquired                   2,416,621          (1,402,371)                   -
     Investment in real estate partnerships                               (45,562,955)        (66,890,477)         (30,752,019)
     Capital improvements                                                 (15,837,052)        (19,134,500)         (21,535,961)
     Proceeds from sale of real estate partnerships                         2,967,481                   -                    -
     Repayment of notes receivable                                         67,582,696          15,673,125                    -
     Distributions received from investments in real
        estate partnerships                                                16,811,892           3,109,586              704,474
                                                                       ---------------     ---------------    -----------------
                 Net cash used in investing activities                   (162,307,508)       (335,264,096)        (216,611,995)
                                                                       ---------------     ---------------    -----------------
Cash flows from financing activities:
     Net proceeds from the issuance of Regency stock
        and exchangeable partnership units                                     65,264              25,276              223,375
     Repurchase of Regency stock and corresponding units                     (155,381)        (11,088,419)         (54,536,612)
     Purchase of limited partners' interest  in consolidated
        partnerships                                                                -          (2,925,158)                   -
     Redemption of partnership units                                         (110,487)         (1,435,694)          (1,620,939)
     Net distributions to limited partners in consolidated
       partnerships                                                        (5,354,985)         (2,418,650)          (1,382,298)
     Distributions to preferred unit holders                              (33,475,007)        (29,601,184)         (12,368,403)
     Cash distributions for dividends                                    (120,863,625)       (115,137,413)        (100,764,273)
     Other (distributions) contributions, net                                       -            (132,019)            (323,206)
     Net proceeds from fixed rate unsecured notes                         239,582,400         159,728,500          249,845,300
     (Additional costs) net proceeds from issuance of
        preferred units                                                        (4,125)         91,591,503          205,016,274
     (Repayment) proceeds of unsecured line of credit, net                (92,000,000)        218,820,690         (142,051,875)
     Proceeds from notes payable                                                    -          18,153,368              445,207
     Repayment of notes payable                                           (67,273,620)       (112,669,554)         (32,534,707)
     Scheduled principal payments                                          (6,146,318)         (6,230,191)          (6,085,360)
     Deferred loan costs                                                   (9,148,539)         (3,078,398)          (4,355,008)
                                                                       ---------------     ---------------    -----------------
          Net cash (used in) provided by financing activities             (94,884,423)        203,602,657           99,507,475
                                                                       ---------------     ---------------    -----------------
          Net (decrease) increase in cash and cash equivalents            (73,134,631)         46,870,452           34,197,750

Cash and cash equivalents at beginning of period                          100,987,895          54,117,443           19,919,693
                                                                       ---------------     ---------------    -----------------

Cash and cash equivalents at end of period                            $    27,853,264         100,987,895           54,117,443
                                                                       ===============     ===============    =================
</TABLE>
                                      F-6
<PAGE>


                              REGENCY CENTERS, L.P.
                      Consolidated Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000 and 1999
                                   (continued)


<TABLE>
<CAPTION>
                                                                                   2001             2000              1999
                                                                                   ----             ----              ----

<S>                                                                          <C>                 <C>               <C>
Supplemental disclosure of cash flow information - cash paid for
   interest (net of capitalized interest of approximately $21,195,000,
   $14,553,000 and $11,029,000 in 2001, 2000 and 1999, respectively)         $  67,546,988       66,261,518         52,914,976
                                                                               ============   ==============    ===============

Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate                    $   8,120,912       19,947,565        402,582,015
                                                                               ============   ==============    ===============

Notes receivable taken in connection with sales of development
   properties                                                                $  33,663,744       66,423,893         15,673,125
                                                                               ============   ==============    ===============

Real estate contributed as investment in real estate partnerships            $  12,418,278        4,500,648                  -
                                                                               ============   ==============    ===============

Mortgage loan assumed, exchangeable operating partnership units
   and common stock issued for the acquisition of partners'
   interest in real estate partnerships                                      $   9,754,225        1,287,111                  -
                                                                               ============   ==============    ===============

Exchangeable operating partnership units and common stock issued
  for investments in real estate partnerships                                $           -          329,948          1,949,020
                                                                               ============   ==============    ===============

Preferred and common stock and exchangeable operating partnership
  units issued for the acquisition of real estate                            $           -          103,885        771,351,617
                                                                               ============   ==============    ===============

Other liabilities assumed to acquire real estate                             $           -                -         13,897,643
                                                                               ============   ==============    ===============
</TABLE>



See accompanying notes to consolidated financial statements


                                      F-7
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

              Regency Centers, L.P. ("RCLP" or "Partnership") is the primary
              entity through which Regency Centers Corporation ("Regency" or
              "Company"), a self-administered and self-managed real estate
              investment trust ("REIT"), conducts all of its business and owns
              all of its assets.

              The Partnership was formed in 1996 for the purpose of acquiring
              certain real estate properties. At December 31, 2001, Regency owns
              approximately 97% of the outstanding common units of the
              Partnership.

              During 2000, Regency transferred all of the assets and liabilities
              of eighteen shopping centers to the Partnership in exchange for
              common units. Seventeen of the properties were acquired in 1993,
              and one was acquired in 1998. Since the Partnership and the
              eighteen properties are under the common control of Regency, the
              transfer of the properties has been accounted for at historical
              cost in a manner similar to a pooling of interests, as if the
              Partnership had directly acquired the properties at their original
              acquisition dates. Accordingly, the Partnership's financial
              statements have been restated to include the assets, liabilities,
              units issued, and results of operations of the eighteen properties
              from the date they were acquired.

              The Partnership's ownership interests are represented by Units, of
              which there are i) six series of preferred Units, ii) common Units
              owned by the limited partners and iii) common Units owned by
              Regency which serves as the general partner. Each outstanding
              common Unit owned by a limited partner is exchangeable, on a one
              share per one Unit basis, for the common stock of Regency or for
              cash at Regency's election.

              The accompanying consolidated financial statements include the
              accounts of the Partnership, its wholly owned subsidiaries, and
              also partnerships in which it has voting control.  All significant
              intercompany balances and transactions have been eliminated in the
              consolidated financial statements.

        (b)   Revenues

              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. Accrued rents are
              included in tenant receivables. Minimum rent has been adjusted to
              reflect the effects of recognizing rent on a straight-line basis.

              Substantially all of the lease agreements contain provisions that
              provide additional rents based on tenants' sales volume
              (contingent or percentage rent) or reimbursement of the tenants'
              share of real estate taxes and certain common area


                                      F-8
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

              maintenance (CAM) costs. These additional rents are recognized
              when the tenants achieve the specified targets as defined in the
              lease agreements.

              Service operations revenue includes management fees, commission
              income, and development-related profits from the sales of recently
              developed real estate properties and land. The Partnership
              recorded gains from the sales of development properties and land
              of $28.1, million $25.5 million, and $14.4 million for the years
              ended December 31, 2001, 2000, and 1999, respectively. Service
              operations revenue does not include gains or losses from the sale
              of operating properties previously held for investment which are
              included in gain or loss on the sale of operating properties.

              The Partnership accounts for profit recognition on sales of real
              estate in accordance with FASB Statement No. 66, "Accounting for
              Sales of Real Estate." In summary, profits from sales will not be
              recognized by the Partnership unless a sale has been consummated;
              the buyer's initial and continuing investment is adequate to
              demonstrate a commitment to pay for the property; the Partnership
              has transferred to the buyer the usual risks and rewards of
              ownership; and the Partnership does not have substantial
              continuing involvement with the property.

       (c)    Real Estate Investments

              Land, buildings and improvements are recorded at cost. All direct
              and indirect costs clearly associated with the acquisition,
              development and construction of real estate projects are
              capitalized as buildings and improvements.

              Maintenance and repairs which do not improve or extend the useful
              lives of the respective assets are reflected in operating and
              maintenance expense. The property cost includes the capitalization
              of interest expense incurred during construction based on average
              outstanding expenditures.

              Depreciation is computed using the straight-line method over
              estimated useful lives of up to forty years for buildings and
              improvements, term of lease for tenant improvements, and three to
              seven years for furniture and equipment.

              Operating properties held for sale include properties that no
              longer meet the Partnership's long-term investment standards, such
              as expected growth in revenue or market dominance. Once identified
              and marketed for sale, these properties are segregated on the
              balance sheet as operating properties held for sale. The
              Partnership also develops shopping centers and stand-alone retail
              stores for resale. Once completed, these developments are also
              included in operating properties held for sale. Operating
              properties held for sale are carried at the lower of cost or fair
              value less estimated selling costs. Depreciation and amortization
              are suspended during the period held for sale. Results from
              operations from these properties resulted in net income of $10.5
              million and $6.8 million for the years ended December 31, 2001 and
              2000, respectively.

              The Partnership reviews its real estate portfolio for value
              impairment whenever events or changes in circumstances indicate
              that the carrying amount of an asset may not be recoverable.
              The Partnership determines impairment based upon the difference
              between estimated sales value (less estimated costs to sell) and
              net book value.  During 2001, the Partnership recorded a provision
              for loss on one shopping center of $1.6 million due to an anchor
              tenant bankruptcy and other tenants continuing to vacate the
              shopping center upon expiration of their leases. During 2000, the


                                      F-9
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

              Partnership recorded a provision for loss on operating properties
              held for sale of $13.0 million related to a portfolio of
              properties under contract for sale that no longer met Regency's
              long-term investment standards. These properties were classified
              as operating properties held for sale at December 31, 2000, and
              depreciation and amortization was suspended.

              The Partnership reviews its real estate investments for impairment
              whenever events or changes in circumstances indicate that the
              carrying amount of an asset may not be recoverable. The
              Partnership determines impairment based upon the difference
              between estimated sales value (less estimated costs to sell) and
              net book value. During 2001 and 2000, the Partnership recorded a
              provision for loss on operating properties held for sale of $1.6
              million and $13.0 million, respectively.

       (d)    Income Taxes

              The Partnership is not liable for federal income taxes and each
              partner reports its allocable share of income and deductions on
              its respective return; accordingly no provision for income taxes
              is required in the consolidated financial statements.

              Regency believes it qualifies and intends to continue to qualify
              as a REIT under the Internal Revenue Code (the "Code"). As a REIT,
              Regency is allowed to reduce taxable income by all or a portion of
              its distributions to stockholders. As distributions have exceeded
              taxable income, no provision for federal income taxes has been
              made in the accompanying consolidated financial statements.

              Earnings and profits, which determine the taxability of dividends
              to stockholders, differ from net income reported for financial
              reporting purposes primarily because of different depreciable
              lives and cost bases of the shopping centers, and other timing
              differences.

              Regency Realty Group, Inc., ("RRG"), a wholly-owned subsidiary of
              the Partnership is subject to federal and state income taxes and
              files separate tax returns. RRG had taxable income of $9.8
              million, $2.3 million, and $5.0 million for the years ended
              December 31, 2001, 2000 and 1999, respectively. RRG incurred
              federal and state income tax of $4.0 million, $0.9 million, and
              $2.0 million in 2001, 2000 and 1999, respectively, which are
              included in other expenses.

              Effective January 1, 2001, the Partnership and RRG jointly elected
              for RRG to be treated as a Taxable REIT Subsidiary of the
              Partnership as such term is defined in Section 856(l) of the Code.
              Such election is not expected to impact the tax treatment of
              either the Partnership or RRG.

              At December 31, 2001 and 2000, the net book basis of real estate
              assets exceeds the tax basis by approximately $109 million and
              $115 million, respectively, primarily due to the difference
              between the cost basis of the assets acquired and their carryover
              basis recorded for tax purposes.

              The following summarizes the tax status of dividends paid by
              Regency during the years ended December 31 (unaudited):

                                      F-10
<PAGE>

                                                   2001         2000       1999
                                                   ----         ----       ----

                  Dividend per share            $   2.00         1.92      1.84
                  Ordinary income                     83%          82%       75%
                  Capital gain                         3%           5%        2%
                  Return of capital                   13%          11%       23%
                  Unrecaptured Section
                    1250 gain                          1%           2%        -

       (e)    Deferred Costs

              Deferred costs include deferred leasing costs and deferred loan
              costs, net of amortization. Such costs are amortized over the
              periods through lease expiration or loan maturity. Deferred
              leasing costs consist of internal and external commissions
              associated with leasing the Partnership's shopping centers. Net
              deferred leasing costs were $22.2 million and $15.3 million at
              December 31, 2001 and 2000, respectively. Deferred loan costs
              consists of initial direct and incremental costs associated with
              financing activities. Net deferred loan costs were $12.2 million
              and $6.0 million at December 31, 2001 and 2000, respectively.

       (f)    Earnings Per Unit

              Basic net income per unit is computed based upon the weighted
              average number of common units outstanding during the year.
              Diluted net income per unit also includes common unit equivalents
              for stock options, exchangeable operating partnership units, and
              preferred stock when dilutive. See note 7 for the calculation of
              earnings per unit.

       (g)    Cash and Cash Equivalents

              Any instruments which have an original maturity of ninety days or
              less when purchased are considered cash equivalents.

       (h)    Estimates

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America 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.

       (i)    Stock Option Plan

              The Partnership applies the provisions of SFAS No. 123,
              "Accounting for Stock Based Compensation", which allows companies
              a choice in the method of

                                      F-11
<PAGE>

              accounting for stock options. Entities may recognize as expense
              over the vesting period the fair value of all stock-based awards
              on the date of grant or continue to apply the provisions of APB
              Opinion No. 25 and provide pro forma net income and pro forma
              earnings per share disclosures for employee stock option grants
              made as if the fair-value-based method defined in SFAS No. 123 had
              been applied. APB Opinion No. 25 "Accounting for Stock Issued to
              Employees" and related interpretations state that compensation
              expense would be recorded on the date of grant only if the current
              market price of the underlying stock exceeded the exercise price.
              The Partnership has elected to continue to apply the provisions of
              APB Opinion No. 25 and provide the pro forma disclosure provisions
              of SFAS No. 123.

       (j)    Reclassifications

              Certain reclassifications have been made to the 2000 and 1999
              amounts to conform to classifications adopted in 2001.

2.     Acquisitions of Shopping Centers

       During 2001, the Partnership acquired three grocery-anchored shopping
       centers for $72.8 million representing 435,720 SF of gross leasable area.

       On August 3, 2000, the Partnership acquired the non-owned portion of two
       properties in one joint venture for $2.5 million in cash. The net assets
       of the joint venture were and continue to be consolidated by the
       Partnership. Prior to acquiring the non-owned portion, the joint venture
       partner's interest was reflected as limited partners' interest in
       consolidated partnerships in the Partnership's financial statements.

       The 2001 and 2000 acquisitions were accounted for as purchases and as
       such the results of their operations are included in the consolidated
       financial statements from the date of the acquisition. None of the
       acquisitions were significant to the operations of the Partnership in the
       year in which they were acquired or the year preceding the acquisition.

       During 2000, the Partnership paid contingent consideration of $5.0
       million related to the acquisition of 43 shopping centers and joint
       ventures acquired during 1998. No additional contingent consideration is
       due related to any acquisitions of the Partnership.

3.     Segments

       The Partnership was formed, and currently operates, for the purpose of 1)
       operating and developing Partnership-owned retail shopping centers
       (Retail segment), and 2) providing services including management fees and
       commissions earned from third parties, and development related profits
       and fees earned from the sales of shopping centers, outparcels and
       build-to-suit properties to third parties (Service operations segment).
       The Partnership's reportable segments offer different products or
       services and are managed separately because each requires different
       strategies and management expertise. There are no inter-segment sales or
       transfers.


                                      F-12
<PAGE>
                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

3.     Segments (continued)

       The Partnership assesses and measures operating results starting with net
       operating income for the Retail segment and revenues for the Service
       operations segment and converts such amounts into a performance measure
       referred to as Funds From Operations ("FFO"). The operating results for
       the individual retail shopping centers have been aggregated since all of
       the Partnership's shopping centers exhibit highly similar economic
       characteristics as neighborhood shopping centers, and offer similar
       degrees of risk and opportunities for growth. FFO as defined by the
       National Association of Real Estate Investment Trusts consists of net
       income (computed in accordance with generally accepted accounting
       principles) excluding gains (or losses) from debt restructuring and sales
       of income- producing property held for investment, plus depreciation and
       amortization of real estate, and adjustments for unconsolidated
       investments in real estate partnerships and joint ventures. The
       Partnership further adjusts FFO by distributions made to holders of Units
       and preferred stock that results in a diluted FFO amount. The Partnership
       considers diluted FFO to be the industry standard for reporting the
       operations of REITs. Adjustments for investments in real estate
       partnerships are calculated to reflect diluted FFO on the same basis.
       While management believes that diluted FFO is the most relevant and
       widely used measure of the Partnership's performance, such amount does
       not represent cash flow from operations as defined by accounting
       principles generally accepted in the United States of America, should not
       be considered an alternative to net income as an indicator of the
       Partnership's operating performance, and is not indicative of cash
       available to fund all cash flow needs. Additionally, the Partnership's
       calculation of diluted FFO, as provided below, may not be comparable to
       similarly titled measures of other REITs.

       The accounting policies of the segments are the same as those described
       in note 1. The revenues, diluted FFO, and assets for each of the
       reportable segments are summarized as follows for the years ended
       December 31, 2001, 2000, and 1999. Assets not attributable to a
       particular segment consist primarily of cash and deferred costs.

<TABLE>
<CAPTION>
                                                                           2001               2000              1999
                                                                           ----               ----              ----
       <S>                                                      <C>                         <C>                <C>
       Revenues:
         Retail segment                                         $        357,054,770        334,357,007        283,647,445
         Service operations segment                                       31,494,739         27,226,411         18,239,486
                                                                   ------------------   ----------------   ----------------
            Total revenues                                      $        388,549,509        361,583,418        301,886,931
                                                                   ==================   ================   ================

       Funds from Operations:
         Retail segment net operating income                    $        268,779,543        256,567,786        215,956,386
         Service operations segment income                                31,494,739         27,226,411         18,239,486
         Adjustments to calculate diluted FFO:
           Interest expense                                              (74,416,416)       (71,970,783)       (60,067,007)
           Interest income                                                 5,577,487          4,807,711          2,196,954
           General and administrative and other                          (24,917,323)       (21,869,295)       (19,746,751)
           Non-real estate depreciation                                   (2,194,623)        (1,459,326)        (1,003,092)
           Minority interest of limited partners                            (721,090)        (2,631,721)        (2,855,404)


                                      F-13
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

                                                                           2001               2000              1999
                                                                           ----               ----              ----
          Gain on sale of operating properties including
             depreciation on developments sold                            (1,692,843)        (3,082,625)           232,989
           Minority interest in depreciation
            and amortization                                                (228,320)          (481,184)          (584,048)
           Share of joint venture depreciation
            and amortization                                                 750,470          1,287,793            987,912
           Distributions on preferred units                              (33,475,007)       (29,601,184)       (12,368,403)
                                                                   ------------------   ----------------   ----------------
             Funds from Operations - diluted                             168,956,617        158,793,583        140,989,022
                                                                   ------------------   ----------------   ----------------
         Reconciliation to net income for common unitholders:
           Real estate related depreciation
            and amortization                                             (65,310,964)       (57,970,936)       (47,608,427)
           Minority interest in depreciation
            and amortization                                                 228,320            481,184            584,048
           Share of joint venture depreciation
            and amortization                                                (750,470)        (1,287,793)          (987,912)
           Provision for loss on operating properties
             held for sale                                                (1,595,136)       (12,995,412)                 -
           Gain (loss) on sale of operating properties                     1,692,843          3,082,625           (232,989)
                                                                   ------------------   ----------------   ----------------
             Net income available for common unitholders        $        103,221,210         90,103,251         92,743,742
                                                                   ==================   ================   ================

       Assets (in thousands):
         Retail segment                                         $          2,631,592          2,454,476          2,463,639
         Service operations segment                                          403,142            447,929            123,233
         Cash and other assets                                                74,580            132,739             68,064
                                                                   ------------------   ----------------   ----------------
           Total assets                                         $          3,109,314          3,035,144          2,654,936
                                                                   ==================   ================   ================
</TABLE>

4.     Investments in Real Estate Partnerships

       The Partnership accounts for all investments in which it owns 50% or less
       and does not have controlling financial interest using the equity method.
       The Partnership's combined investment in these partnerships was $75.2
       million and $85.2 million at December 31, 2001 and 2000, respectively.
       Net income is allocated to the Partnership in accordance with the
       respective partnership agreements.

       The Partnership has a 20% equity interest in Columbia Regency Retail
       Partners, LLC ("Columbia"), a joint venture with Columbia PERFCO
       Partners, L.P. ("PERFCO") that was formed for the purpose of investing in
       retail shopping centers. During 2001, Columbia acquired two shopping
       centers from the Partnership for $32.3 million, acquired two shopping
       centers from unaffiliated sellers for $42.0 million, and acquired three
       shopping centers from PERFCO for $73.4 million. During 2001 and 2000, the
       Partnership recognized gains on the sale of shopping centers to Columbia
       of $1.0 million and $3.7 million, respectively, which represents gain
       recognition on only that portion of Columbia not owned by the
       Partnership, and received net proceeds of $24.9 million and $40.5


                                      F-14
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

       million, respectively. The gains are included in service operations
       revenue as development property gains.

       The Partnership has a 25% equity interest in Macquarie
       CountryWide-Regency, LLC, ("MCWR") a joint venture with an affiliate of
       Macquarie CountryWide Trust of Australia, a Sydney, Australia-based
       property trust focused on investing in grocery-anchored shopping centers.
       During 2001, MCWR acquired five shopping centers from the Partnership for
       $36.7 million. During 2001, the Partnership recognized gains on the sale
       of shopping centers to MCWR of $1.8 million, which represents gain
       recognition on only that portion of MCWR not owned by the Partnership,
       and received net proceeds of $27.8 million. The Partnership recognized
       gains of $1.3 million from the sale of development properties which are
       included in service operations revenue as development property gains. The
       Partnership also recognized gains of $0.5 million from the sale of
       operating properties previously held for investment which are included in
       gains on sale of operating properties.

       With the exception of Columbia and MCWR, both of which intend to continue
       expanding their investment in shopping centers, the investments in real
       estate partnerships represent single asset entities formed for the
       purpose of developing or owning a retail shopping center.

       The Partnership's investments in real estate partnerships as of December
       31 2001 and 2000 consist of the following (in thousands):


<TABLE>
<CAPTION>
                                                              Ownership                2001             2000
                                                              ---------                ----             ----
       <S>                                                       <C>          <C>                     <C>
       Columbia Regency Retail Partners, LLC                     20%          $       31,092           4,817
       Macquarie CountryWide-Regency, LLC                        25%                   4,180               -
       OTR/Regency Texas Realty Holdings, L.P.                   30%                  16,590          16,277
       Regency Ocean East Partnership, L.P.                      25%                   2,783           2,129
       RRG-RMC Tracy, LLC                                        50%                  12,339           6,663
       Tinwood, LLC                                              50%                   7,177           4,124
       GME/RRG I, LLC                                            50%                   1,069               -
       K & G/Regency II, LLC                                     50%                       -           6,618
       Regency/DS Ballwin, LLC                                   50%                       -          19,064
       T & M Shiloh Development Company                          50%                       -          11,310
       R & KS Dell Range Development, LLC                        50%                       -           8,839
       M & KS Woodman Development, LLC                           50%                       -           4,520
       R & KS Aspen Park Development, LLC                        50%                                     837
                                                                                           -
                                                                                  -----------    ------------
                                                                              $       75,230          85,198
                                                                                  ===========    ============
</TABLE>


                                      F-15
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

4.     Investments in Real Estate Partnerships (continued)

       Summarized financial information for the unconsolidated investments on a
       combined basis, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                              December 31,          December 31,
                                                                                  2001                  2000
                                                                                  ----                  ----
<S>                                                                    <C>                                  <C>
       Balance Sheets:
       Investment property, net                                        $              286,096               148,945
       Other assets                                                                     8,581                 9,123
                                                                           -------------------    ------------------
             Total assets                                              $              294,677               158,068
                                                                           ===================    ==================

       Notes payable and other debt                                    $               67,489                14,323
       Other liabilities                                                                5,983                25,105
       Equity and partner's capital                                                   221,205               118,640
                                                                           -------------------    ------------------
             Total liabilities and equity                              $              294,677               158,068
                                                                           ===================    ==================
</TABLE>

       The revenues and expenses are summarized as follows for the years ended
       December 31, 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                            2001               2000            1999
                                                            ----               ----            ----
<S>                                                 <C>                        <C>             <C>
       Statements of Operations:
       Total revenues                               $       26,896             19,235          16,208
       Total expenses                                       14,066             13,147           8,501
                                                       ------------     --------------    ------------
            Net income                              $       12,830              6,088           7,707
                                                       ============     ==============    ============
</TABLE>

       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $67.5 million at December 31, 2001 and the Partnership's proportionate
       share of these loans was $14.7 million. $62.5 million of the mortgage
       loans payable are non-recourse and contain no other provisions that would
       result in a contingent liability to the Partnership. The Partnership is
       the guarantor of a $5.0 million mortgage loan for Regency Ocean East
       Partnership, L.P.

5.     Notes Payable and Unsecured Line of Credit

       The Partnership's outstanding debt at December 31, 2001 and 2000 consists
of the following (in thousands):

<TABLE>
<CAPTION>
                                                                             2001            2000
                                                                             ----            ----
                <S>                                                   <C>                    <C>
                Notes Payable:
                    Fixed rate mortgage loans                         $        240,091         270,491
                    Variable rate mortgage loans                                21,691          40,640
                    Fixed rate unsecured loans                                 760,939         529,941
                                                                         -------------- ---------------
                          Total notes payable                                1,022,721         841,072
                Unsecured line of credit                                       374,000         466,000
                                                                         -------------- ---------------
                         Total                                        $      1,396,721       1,307,072
                                                                         ============== ===============
</TABLE>


                                      F-16
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

5.     Notes Payable and Unsecured Line of Credit (continued)

       On April 30, 2001, the Partnership modified the terms of its line of
       credit (the "Line") by reducing the commitment to $600 million, reducing
       the interest rate spread from 1.0% to .85% and extending the maturity
       date to April 2004. Interest rates paid on the Line at December 31, 2001
       and 2000 were based on LIBOR plus .85% and 1.0% or 2.913% and 7.875%,
       respectively. The spread that the Partnership pays on the Line is
       dependent upon maintaining specific investment grade ratings. The
       Partnership is required to comply and is in compliance with certain
       financial and other covenants customary with this type of unsecured
       financing. The Line is used primarily to finance the acquisition and
       development of real estate, but is also available for general working
       capital purposes.

       Subsequent to December 31, 2001, the Partnership paid down the Line using
       the net proceeds of an unsecured debt offering for $250 million completed
       on January 15, 2002. The notes have a fixed interest rate of 6.75%, were
       priced at 99.850%, are due on January 15, 2012 and are guaranteed by
       Regency.

       On December 12, 2001, the Partnership completed a $20 million unsecured
       debt offering with an interest rate of 7.25%. The notes were priced at
       99.375%, are due on December 12, 2011 and are guaranteed by Regency. On
       January 22, 2001, the Partnership completed a $220 million unsecured debt
       offering with an interest rate of 7.95%. The notes were priced at
       99.867%, are due on January 15, 2011 and are guaranteed by Regency. The
       net proceeds of the offerings were used to reduce the balance of the
       Line.

       On December 15, 2000, the Partnership completed a $10 million unsecured
       private debt offering with an interest rate of 8.0%. The notes were
       priced at 99.375%, are due on December 15, 2010 and are guaranteed by
       Regency. On August 29, 2000, the Partnership completed a $150 million
       unsecured debt offering with an interest rate of 8.45%. The notes were
       priced at 99.819%, are due on September 1, 2010 and are guaranteed by
       Regency. The net proceeds of the offerings were used to reduce the
       balance of the Line.

       Mortgage loans are secured by certain real estate properties, and may be
       prepaid, but could be subject to a yield-maintenance premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2019. Variable interest rates on
       mortgage loans are currently based on LIBOR plus a spread in a range of
       125 basis points to 175 basis points. Fixed interest rates on mortgage
       loans range from 6.82% to 9.5%.

       As of December 31, 2001, scheduled principal repayments on notes payable
       and the Line were as follows (in thousands):


                                      F-17
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


<TABLE>
<CAPTION>
                                                             Scheduled
                                                             Principal      Term Loan         Total
              Scheduled Payments by Year                     Payments       Maturities       Payments
              --------------------------
                                                           -------------- --------------- ---------------

              <S>                                       <C>                    <C>             <C>
              2002                                      $          5,051          44,083          49,134
              2003                                                 4,803          22,863          27,666
              2004 (includes the Line)                             5,185         585,829         591,014
              2005                                                 4,011         148,029         152,040
              2006                                                 3,578          24,089          27,667
              Beyond 5 Years                                      29,422         511,933         541,355
              Unamortized debt premiums                                -           7,845           7,845
                                                           -------------- --------------- ---------------
                   Total                                $         52,050       1,344,671       1,396,721
                                                           ============== =============== ===============
</TABLE>

       The fair value of the Partnership's notes payable and Line are estimated
       based on the current rates available to the Partnership for debt of the
       same remaining maturities. Variable rate notes payable and the Line are
       considered to be at fair value, since the interest rates on such
       instruments reprice based on current market conditions. Fixed rate loans
       assumed in connection with real estate acquisitions are recorded in the
       accompanying financial statements at fair value. Based on the borrowing
       rates currently available to the Partnership for loans with similar terms
       and average maturities, the fair value of long-term debt is $1.43
       billion.

6.     Regency's Stockholders' Equity and Partners' Capital

       Allocation of profits and losses and distributions to unitholders are
       made in accordance with the partnership agreement. Distributions to
       Limited Partners are made in the same amount as the dividends declared
       and paid on Regency common stock. Distributions to the General Partner
       are made at the General Partner's discretion.

       The Partnership has issued Cumulative Redeemable Preferred Units
       ("Preferred Units") in various amounts since 1998. The proceeds from such
       transactions are the primary source of capital from which the Partnership
       acquires and develops new real estate. The issues were sold primarily to
       institutional investors in private placements for $100.00 per unit. The
       Preferred Units, which may be called by the Partnership at par after
       certain dates, have no stated maturity or mandatory redemption, and pay a
       cumulative, quarterly dividend at fixed rates. At any time after 10 years
       from the date of issuance, the Preferred Units may be exchanged for
       Cumulative Redeemable Preferred Stock ("Preferred Stock") at an exchange
       rate of one share for one unit. The Preferred Units and the related
       Preferred Stock are not convertible into common stock of Regency. The net
       proceeds of these offerings were used to reduce the Line. At December 31,
       2001 and 2000 the face value of total preferred units issued was $384
       million with an average fixed distribution rate of 8.72%.


                                      F-18
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


       Terms and conditions of the Preferred Units are summarized as follows:

<TABLE>
<CAPTION>
                  Units             Issue              Issuance      Distribution       Callable          Redeemable
   Series         Issued            Price               Amount           Rate        by Partnership      by Unitholder
-----------------------------------------------------------------------------------------------------------------------

<S>               <C>           <C>                <C>                  <C>             <C>                <C>
Series A          1,600,000     $    50.00         $     80,000,000     8.125%          06/25/03           06/25/08
Series B            850,000         100.00               85,000,000     8.750%          09/03/04           09/03/09
Series C            750,000         100.00               75,000,000     9.000%          09/03/04           09/03/09
Series D            500,000         100.00               50,000,000     9.125%          09/29/04           09/29/09
Series E            700,000         100.00               70,000,000     8.750%          05/25/05           05/25/10
Series F            240,000         100.00               24,000,000     8.750%          09/08/05           09/08/10
                                                   -----------------
               -------------
                  4,640,000                        $    384,000,000
               =============                       =================
</TABLE>


       During 2000, the remaining Series 1 preferred stock was converted into
       537,107 shares of Series 2 preferred stock. Series 2 preferred stock is
       convertible into common stock on a one-for-one basis. The Series 2
       preferred shares are entitled to quarterly dividends in an amount equal
       to the common dividend and are cumulative. Regency may redeem the
       preferred stock any time after October 20, 2010 at a price of $20.83 per
       share, plus all accrued but unpaid dividends.

       During 1999, the Board of Directors authorized the repurchase of
       approximately $65 million of Regency's outstanding shares through
       periodic open market transactions or privately negotiated transactions.
       At March 31, 2000, Regency had completed the program by purchasing 3.25
       million shares.

       On June 11, 1996, Regency entered into a Stockholders Agreement with a
       subsidiary of Security Capital Group Incorporated ("SCG") granting it
       certain rights such as purchasing common stock, nominating
       representatives to Regency's Board of Directors, and subjecting SCG to
       certain restrictions including voting and ownership restrictions. On
       December 14, 2001, SCG entered into a definitive agreement with GE
       Capital whereby GE Capital will acquire all of the outstanding shares of
       SCG.

       Security Capital owns approximately 59.5% of the outstanding common stock
       of Regency; however, its ability to exercise voting control over these
       shares is limited by the Stockholders Agreement by and among Regency,
       Security Capital Holdings S.A., Security Capital U.S. Realty and The
       Regency Group, Inc. dated as of July 10, 1996, as amended, including
       amendments to reflect Security Capital's purchase of Security Capital
       Holdings S.A. and the shareholder approval of the liquidation of Security
       Capital U.S. Realty (as amended, the "Stockholders Agreement").



                                      F-19
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

       The Stockholders Agreement provides that Security Capital will vote all
       of its shares of Regency in accordance with the recommendations of
       Regency's board of directors or proportionally in accordance with the
       votes of the other holders of Regency common stock. This broad voting
       restriction is subject to a limited qualified exception pursuant to which
       Security Capital can vote its shares of Regency in its sole and absolute
       discretion with regard to amendments to Regency's charter or by-laws that
       would materially adversely affect Security Capital and with regard to
       "Extraordinary Transactions" (which include mergers consolidations, sale
       of a material portion of Regency's assets, issuances of securities in an
       amount which requires a shareholder vote and other similar transactions
       out of the ordinary course of business). However, the limited exception
       is itself further qualified. Even with respect to charter and by-law
       amendments and Extraordinary Transactions, Security Capital may only vote
       shares representing ownership of 49% of the outstanding Regency common
       stock at its discretion, any shares owned by Security Capital in excess
       of 49% must be voted in accordance with the recommendations of Regency's
       board of directions or proportionally in accordance with the votes of the
       other holders of Regency common stock. With regard to Extraordinary
       Transactions which require a 2/3rds vote (i.e. where Security Capital
       could block the outcome if it voted 49% of the stock), Security Capital
       may only vote shares representing ownership of 32% of the outstanding
       Regency common stock. Security Capital may vote its shares to elect a
       certain number of nominees to the Regency board of directors, however
       this right is similarly limited. Security Capital has the right to
       nominate the greater of three directors or the number of directors
       proportionate to its ownership, however Security Capital may not nominate
       more than 49% of the Regency board of directors.

       The effect of these limitations is such that notwithstanding the fact
       that Security Capital owns more than a majority of the currently
       outstanding shares of Regency common stock, Security Capital may not, in
       compliance with the Stockholders Agreement, exercise voting control with
       respect to more than 49% of the outstanding shares of Regency (and may
       vote those shares in its discretion only with respect to the limited
       matters listed above).

On December 14, 2001 Security Capital entered into an agreement with GE Capital
pursuant to which, assuming consummation, an indirect wholly owned subsidiary of
GE Capital will be merged with and into Security Capital with Security Capital
surviving as an indirect wholly owned subsidiary of GE Capital. Assuming that
Security Capital continues in existence following its acquisition by GE Capital,
Regency believes that the Stockholders' Agreement will remain in full force and
effect; however, Regency is not a party to any of the agreements between
Security Capital and GE Capital.




                                      F-20
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


7.     Earnings Per Unit

       The following summarizes the calculation of basic and diluted earnings
       per unit for the years ended December 31, 2001, 2000 and 1999 (in
       thousands except per unit data):

<TABLE>
<CAPTION>
                                                                      2001           2000           1999
                                                                 ------------- -------------- --------------
       <S>                                                    <C>                     <C>            <C>
       Basic Earnings Per Unit (EPU) Calculation:
       ------------------------------------------
       Weighted average common units
         outstanding                                                   59,058         58,605         55,498
                                                                 ============= ============== ==============

       Net income for common unitholders                      $       103,221         90,103         92,744
       Less: dividends paid on Class B common
         stock, Series l and Series 2 preferred stock                   2,965          2,817          3,654
                                                                 ------------- -------------- --------------

       Net income for Basic and Diluted EPU                   $       100,256         87,286         89,090
                                                                 ============= ============== ==============

       Basic EPU                                              $          1.70           1.49           1.61
                                                                 ============= ============== ==============

       Diluted Earnings Per Unit (EPU) Calculation
       -------------------------------------------
       Weighted average units outstanding
           for Basic EPU                                               59,058         58,605         55,498
       Incremental units to be issued under
         common stock options using the Treasury
         method                                                           216             54              4
                                                                 ------------- -------------- --------------
       Total diluted units                                             59,274         58,659         55,502
                                                                 ============= ============== ==============

       Diluted EPU                                            $          1.69           1.49           1.61
                                                                 ============= ============== ==============

         The Series 2 Preferred stock dividends are deducted from net income in
         computing earnings per unit since the properties acquired with these
         preferred shares were contributed to the Partnership. Accordingly, the
         payment of Series 2 Preferred stock dividends are deemed to be
         preferential to the distributions made to common unitholders.
</TABLE>


                                      F-21
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

8.     Long-Term Stock Incentive Plans

       Regency is committed to contribute to the Partnership all proceeds from
       the exercise of options or other stock-based awards granted under
       Regency's Stock Option and Incentive Plan. Regency's ownership in the
       Partnership will be increased based on the amount of proceeds contributed
       to the Partnership.

       Regency has a Long-Term Omnibus Plan (the "Plan") pursuant to which the
       Board of Directors may grant stock and stock options to officers,
       directors and other key employees. The Plan provides for the issuance of
       up to 12% of Regency's common shares outstanding not to exceed 8.5
       million shares. Stock options are granted with an exercise price equal to
       the stock's fair market value at the date of grant. All stock options
       granted have ten year terms, and contain vesting terms of one to five
       years from the date of grant.

       At December 31, 2001, there were approximately 1.2 million shares
       available for grant under the Plan. The per share weighted-average fair
       value of stock options granted during 2001 and 2000 was $2.32 and $2.18
       on the date of grant using the Black Scholes option-pricing model with
       the following weighted-average assumptions: 2001 - expected dividend
       yield 7.3%, risk-free interest rate of 5.2%, expected volatility 20%, and
       an expected life of 6.0 years; 2000 - expected dividend yield 8.1%,
       risk-free interest rate of 6.7%, expected volatility 20%, and an expected
       life of 6.0 years. Regency applies APB Opinion No. 25 in accounting for
       its Plan and, accordingly, no compensation cost has been recognized for
       its stock options in the consolidated financial statements.

       Had the Partnership determined compensation cost based on the fair value
       at the grant date for its stock options under SFAS No. 123, the
       Partnership's net income for common unitholders would have been reduced
       to the pro forma amounts indicated below (in thousands except per unit
       data):


<TABLE>
<CAPTION>
        Net income for
        common unitholders                            2001              2000              1999
        ------------------                            ----              ----              ----

        <S>                                    <C>                      <C>              <C>
        As reported:                           $        103,221         90,103           92,744
          Net income per unit:
            Basic                              $           1.70           1.49             1.61
            Diluted                            $           1.69           1.49             1.61

        Pro forma:                             $        102,298         89,173           90,591
          Net income per unit:
            Basic                              $           1.68           1.47             1.57
            Diluted                            $           1.68           1.47             1.57
</TABLE>


                                      F-22
<PAGE>

                              REGENCY CENTER, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


8.     Long-Term Stock Incentive Plans (continued)

       Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                                                       Weighted
                                                             Number of                  Average
                                                               Shares               Exercise Price
                                                          -----------------       --------------------

<S>                                                              <C>          <C>
Outstanding, December 31, 1998                                   1,708,577    $          24.71
                                                          -----------------       --------------------

  Granted                                                          860,767               20.70
  Pacific merger                                                 1,251,719               24.24
  Forfeited                                                       (87,395)               25.69
  Exercised                                                        (4,000)               17.88
                                                          -----------------       --------------------

Outstanding, December 31, 1999                                   3,729,668               23.61
                                                          -----------------       --------------------

  Granted                                                           52,924               21.59
  Forfeited                                                      (170,798)               25.52
  Exercised                                                       (21,017)               21.69
                                                          -----------------       --------------------

Outstanding, December 31, 2000                                   3,590,777               23.50
                                                          -----------------       --------------------

  Granted                                                          591,614               25.01
  Forfeited                                                       (79,009)               24.11
  Exercised                                                      (420,420)               21.62
                                                          -----------------       --------------------

Outstanding, December 31, 2001                                   3,682,962     $         23.94
                                                          =================       ====================
</TABLE>


       The following table presents information regarding all options
outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                         Weighted
                         Average                                             Weighted
    Number of           Remaining                 Range of                    Average
     Options           Contractual                Exercise                   Exercise
   Outstanding             Life                    Prices                      Price
--------------------------------------------------------------------------------------------

   <S>                     <C>               <C>                           <C>
   1,751,862               7.13              $  16.75 - 24.69              $   21.92
   1,931,100               6.01                 25.00 - 27.69                  25.77
--------------------------------------------------------------------------------------------
   3,682,962               6.54              $  16.75 - 27.69              $   23.94
============================================================================================
</TABLE>


                                      F-23
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


8.     Long-Term Stock Incentive Plans (continued)

       The following table presents information regarding options currently
exercisable at December 31, 2001:

                                                                Weighted
       Number of                    Range of                    Average
        Options                     Exercise                   Exercise
      Exercisable                    Prices                      Price
--------------------------------------------------------------------------------

       1,029,944             $    16.75 - 24.69             $     22.14
       1,564,115                  25.00 - 27.69                   25.67
--------------------------------------------------------------------------------
       2,594,059             $    16.75 - 27.69             $     24.27
================================================================================

       Also as part of the Plan, officers and other key employees have received
       loans to purchase stock with market rates of interest, have been granted
       restricted stock, and have been granted dividend equivalents. During
       2001, 2000, and 1999, the Partnership charged $6.0 million, $3.4 million,
       and $1.0 million, respectively, to income on the consolidated statements
       of operations related to the Plan.

9.     Operating Leases

       The Partnership's properties are leased to tenants under operating leases
       with expiration dates extending to the year 2037. Future minimum rents
       under noncancelable operating leases as of December 31, 2001, excluding
       tenant reimbursements of operating expenses and excluding additional
       contingent rentals based on tenants' sales volume are as follows (in
       thousands):


                       Year Ending December 31,                  Amount
                 ---------------------------------------------------------------

                                 2002                         $      266,670
                                 2003                                260,209
                                 2004                                230,431
                                 2005                                200,167
                                 2006                                162,290
                              Thereafter                             112,409
                                                               -----------------

                                Total                         $    1,232,176
                                                               =================

       The shopping centers' tenant base includes primarily national and
       regional supermarkets, drug stores, discount department stores and other
       retailers and, consequently, the credit risk is concentrated in the
       retail industry. There were no tenants that individually represented 10%
       or more of the Partnership's combined minimum rent.


                                      F-24
<PAGE>

                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001


10.    Contingencies

       The Partnership, like others in the commercial real estate industry, is
       subject to numerous environmental laws and regulations. The operation of
       dry cleaning plants at the Partnership's shopping centers is the
       principal environmental concern. The Partnership believes that the
       tenants who operate these plants do so in accordance with current laws
       and regulations and has established procedures to monitor their
       operations. Additionally, the Partnership uses all legal means to cause
       tenants to remove dry cleaning plants from its shopping centers. Where
       available, the Partnership has applied and been accepted into state-
       sponsored environmental programs. The Partnership has a blanket
       environmental insurance policy that covers it against third party
       liabilities and remediation costs on shopping centers that currently have
       no known environmental contamination. The Partnership has also placed
       environmental insurance on specific properties with known contamination
       in order to mitigate its environmental risk. Management believes that the
       ultimate disposition of currently known environmental matters will not
       have a material effect on the financial position, liquidity, or
       operations of the Partnership. At December 31, 2001 and 2000, the
       Partnership had recorded environmental liabilities of $1.8 million and
       $2.1 million, respectively.

  11.  Market and Dividend Information (Unaudited)

       Regency's common stock is traded on the New York Stock Exchange ("NYSE")
       under the symbol "REG". Regency currently has approximately 4,000
       shareholders. The following table sets forth the high and low prices and
       the cash dividends declared on Regency's common stock by quarter for 2001
       and 2000:


<TABLE>
<CAPTION>
                                             2001                                             2000
                          -------------------------------------------     ---------------------------------------------
                                                           Cash                                               Cash
     Quarter                  High           Low         Dividends            High             Low         Dividends
      Ended                   Price         Price        Declared             Price           Price         Declared
-----------------------------------------------------------------------------------------------------------------------

<S>                    <C>                 <C>              <C>              <C>             <C>              <C>
March 31               $     25.0000       22.6250          .50              20.9375         18.3125          .48
June 30                      25.5600       23.0000          .50              23.7500         19.2500          .48
September 30                 26.3500       22.7200          .50              24.0000         21.2500          .48
December 31                  27.7500       24.5100          .50              24.0625         20.7500          .48
</TABLE>




                                      F-25
<PAGE>


                              REGENCY CENTERS, L.P.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

12.    Summary of Quarterly Financial Data (Unaudited)

       Presented below is a summary of the consolidated quarterly financial data
       for the years ended December 31, 2001 and 2000 (amounts in thousands,
       except per unit data):

<TABLE>
<CAPTION>
                                              First           Second           Third           Fourth
                                             Quarter          Quarter         Quarter          Quarter

       <S>                                <C>                      <C>             <C>             <C>
       2001:
       Revenues                           $       92,992           95,270          97,717          102,570
       Net income for
         common unitholders                       23,706           24,967          27,329           27,219
       Net income per unit:
         Basic                                       .39              .41             .45              .45
         Diluted                                     .39              .41             .45              .45

       2000:
       Revenues                           $       81,202           86,263          92,638          101,480
       Net income for
         common unitholders                       23,008           16,615          25,243           25,237
       Net income per unit:
         Basic                                       .38              .27             .42              .42
         Diluted                                     .38              .27             .42              .42
</TABLE>













                                            F-26
<PAGE>



                          Independent Auditors' Report
                         On Financial Statement Schedule


The Unitholders of Regency Centers, L.P. and the Board of Directors
of Regency Centers Corporation


Under date of January 31, 2002, we reported on the consolidated balance sheets
of Regency Centers, L.P. as of December 31, 2001 and 2000, and the related
consolidated statements of operations, changes in partners' capital, and cash
flows for each of the years in the three-year period ended December 31, 2001, as
contained in the annual report on Form 10-K for the year 2001. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedule as listed in the accompanying
index on page F-1 of the annual report on Form 10-K for the year 2001. This
financial statement schedule is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement schedule based on our audits.

In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.





                                  /s/ KPMG LLP

                                    KPMG LLP




Jacksonville, Florida
January 31, 2002










                                       S-1
<PAGE>
                           REGENCY CENTERS CORPORATION

                Combined Real Estate and Accumulated Depreciation
                                December 31, 2001

<TABLE>
<CAPTION>

                                               Initial Cost                   Cost                     Total Cost
                                        -------------------------------   Capitalized     ---------------------------------
                                                           Building &     Subsequent to                       Building &
                                            Land          Improvements     Acquisition          Land         Improvements
                                        --------------  --------------------------------  ---------------  -----------------

<S>                                     <C>            <C>                 <C>             <C>            <C>
ANASTASIA SHOPPING PLAZA                  1,072,451        3,617,493          368,141        1,072,451        3,985,634
ARAPAHO VILLAGE                             837,148        8,031,688          277,463          837,148        8,309,151
ASHFORD PLACE                             2,803,998        9,943,994         (403,272)       2,583,998        9,760,722
AVENTURA SHOPPING CENTER                  2,751,094        9,317,790          549,869        2,751,094        9,867,659
BECKETT COMMONS                           1,625,242        5,844,871        2,351,281        1,625,242        8,196,152
BENEVA VILLAGE SHOPS                      2,483,547        8,851,199          342,568        2,483,547        9,193,767
BENT TREE PLAZA                           1,927,712        6,659,082           10,197        1,927,712        6,669,279
BERKSHIRE COMMONS                         2,294,960        8,151,236          186,294        2,294,960        8,337,530
BETHANY PARK PLACE                        4,604,877        5,791,750              325        4,604,877        5,792,075
BLOOMINGDALE                              3,861,759       14,100,891          409,899        3,861,759       14,510,790
BLOSSOM VALLEY                            7,803,568       10,320,913          164,465        7,803,568       10,485,378
BOLTON PLAZA                              2,660,227        6,209,110        1,512,090        2,634,664        7,746,763
BONNERS POINT                               859,854        2,878,641          259,800          859,854        3,138,441
BOULEVARD CENTER                          3,659,040        9,658,227          417,212        3,659,040       10,075,439
BOYNTON LAKES PLAZA                       2,783,000       10,043,027        1,323,853        2,783,000       11,366,880
BRIARCLIFF LA VISTA                         694,120        2,462,819          611,727          694,120        3,074,546
BRIARCLIFF VILLAGE                        4,597,018       16,303,813        7,877,881        4,597,018       24,181,694
BRISTOL WARNER                            5,000,000       11,997,016          681,343        5,000,000       12,678,359
BROOKVILLE PLAZA                          1,208,012        4,205,994       (5,414,006)               -                -
BUCKHEAD COURT                            1,737,569        6,162,941        1,722,211        1,627,569        7,995,152
BUCKLEY SQUARE                            2,970,000        5,126,240           54,342        2,970,000        5,180,582
CAMBRIDGE SQUARE                            792,000        2,916,034        1,346,535          792,000        4,262,569
CARMEL COMMONS                            2,466,200        8,903,187        2,059,224        2,466,200       10,962,411
CARRIAGE GATE                               740,960        2,494,750        1,699,361          740,960        4,194,111
CASA LINDA PLAZA                          4,515,000       30,809,330          201,630        4,515,000       31,010,960
CASCADE PLAZA                             3,023,165       10,694,460      (13,717,625)               -                -
CENTER OF SEVEN SPRINGS                   1,737,994        6,290,048       (2,204,701)               -                -
CHAMPIONS FOREST                          2,665,875        8,678,603          107,282        2,665,875        8,785,885
CHASEWOOD PLAZA                           1,675,000       11,390,727        6,411,513        2,476,486       17,000,754
CHERRY GROVE                              3,533,146       12,710,297        1,978,777        3,533,146       14,689,074
CHERRY PARK MARKET                        2,400,000       16,162,934          482,700        2,400,000       16,645,634
CHEYENNE MEADOWS                          1,601,425        7,700,084           59,705        1,601,425        7,759,789
CITY VIEW SHOPPING CENTER                 1,207,204        4,341,304          118,113        1,207,204        4,459,417
COLUMBIA MARKETPLACE                      1,280,158        4,285,745          524,243        1,280,158        4,809,988
COOPER STREET                             2,078,891       10,682,189           38,749        2,078,891       10,720,938
COSTA VERDE                              12,740,000       25,261,188          333,894       12,740,000       25,595,082
COUNTRY CLUB                              1,105,201        3,709,452          220,323        1,105,201        3,929,775
COUNTRY CLUB CALIF                        3,000,000       11,657,200          103,854        3,000,000       11,761,054
COURTYARD SHOPPING CENTER                 1,761,567        4,187,039          (82,028)       5,866,578                -
CREEKSIDE PHASE II                          390,802        1,397,415          380,052          370,527        1,797,742
CROMWELL SQUARE                           1,771,892        6,285,288          435,854        1,771,892        6,721,142
CROSSROADS                                3,513,903        2,595,055                -        3,513,903        2,595,055
CUMMING 400                               2,374,562        8,420,776          669,944        2,374,562        9,090,720
DELK SPECTRUM                             2,984,577       11,048,896           39,927        2,984,577       11,088,823
DELL RANGE                                2,209,280        8,439,212                -        2,209,280        8,439,212
DIABLO PLAZA                              5,300,000        7,535,866          270,586        5,300,000        7,806,452
DUNWOODY HALL                             1,819,209        6,450,922        5,163,877        2,521,838       10,912,170
DUNWOODY VILLAGE                          2,326,063        7,216,045        2,556,687        2,326,063        9,772,732
EAST POINTE                               1,868,120        6,742,983        1,000,605        2,634,366        6,977,342
EAST PORT PLAZA                           3,257,023       11,611,363       (1,910,245)               -                -
EL CAMINO                                 7,600,000       10,852,428          365,611        7,600,000       11,218,039
EL NORTE PARKWAY PLA                      2,833,510        6,332,078          115,592        2,833,510        6,447,670
ENCINA GRANDE                             5,040,000       10,378,539          175,081        5,040,000       10,553,620
ENSLEY SQUARE                               915,493        3,120,928         (978,912)         915,493        2,142,016
EVANS CROSSING                            1,468,743        5,123,617        1,563,158        1,696,319        6,459,199
FLEMING ISLAND                            3,076,701        6,291,505        3,780,320        3,076,701       10,071,825
FRANKLIN SQUARE                           2,584,025        9,379,749        1,670,400        2,584,025       11,050,149
FRIARS MISSION                            6,660,000       27,276,992           55,244        6,660,000       27,332,236
GARDEN SQUARE                             2,073,500        7,614,748          506,090        2,136,135        8,058,203
GARNER FESTIVAL                           5,591,099       19,897,197        1,795,998        5,591,099       21,693,195
GLENWOOD VILLAGE                          1,194,198        4,235,476          258,767        1,194,198        4,494,243
HAMPSTEAD VILLAGE                         2,769,901        6,379,103        1,081,711        3,844,152        6,386,563
HANCOCK CENTER                            8,231,581       24,248,620        1,354,290        8,231,581       25,602,910
HARPETH VILLAGE FIELDSTONE                2,283,874        5,559,498        3,746,115        2,283,874        9,305,613
HARWOOD HILLS VILLAGE                     2,852,704        8,996,133          402,233        2,852,704        9,398,366
HEBRON PARK                               1,887,281        5,375,951       (7,263,232)               -                -
HERITAGE LAND                            12,390,000                -                -       12,390,000                -
HERITAGE PLAZA                                    -       23,675,957          728,785                -       24,404,742
HIGHLAND SQUARE                           2,615,250        9,359,722        9,690,217        3,375,950       18,289,239
HILLCREST VILLAGE                         1,600,000        1,797,686           18,506        1,600,000        1,816,192
HILLSBORO MARKET CENTER                     260,420        2,982,137                -          260,420        2,982,137

                                      S-2
<PAGE>

                                               Initial Cost                   Cost                     Total Cost
                                        -------------------------------   Capitalized     ---------------------------------
                                                           Building &     Subsequent to                       Building &
                                            Land          Improvements     Acquisition          Land         Improvements
                                        --------------  --------------------------------  ---------------  -----------------

HINSDALE LAKE COMMONS                     4,217,840       15,039,854        1,674,017        5,729,008       15,202,703
HYDE PARK                                 9,240,000       33,340,181        2,958,552        9,735,102       35,803,631
INGLEWOOD PLAZA                           1,300,000        1,862,406          161,567        1,300,000        2,023,973
JACKSON CREEK CROSSING                    2,999,482        6,476,151                -        2,999,482        6,476,151
JAMES CENTER                              2,706,000        9,451,497        7,483,181                -                -
KELLER TOWN CENTER                        2,293,527       12,239,464                -        2,293,527       12,239,464
KERNERSVILLE PLAZA                        1,741,562        6,081,020          538,639        1,741,562        6,619,659
KINGS CROSSING (SUN CITY)                 2,349,602        4,599,101       (6,948,703)               -                -
KINGSDALE SHOPPING CENTER                 3,866,500       14,019,614        5,404,459        4,027,691       19,262,882
LAGRANGE MARKETPLACE                        983,923        3,294,003          133,933          983,923        3,427,936
LAKE MERIDIAN                             6,510,000       12,121,889          347,623        6,510,000       12,469,512
LAKE PINE PLAZA                           2,008,110        6,908,986          612,580        2,008,110        7,521,566
LAKESHORE VILLAGE                         1,617,940        5,371,499           66,583        1,617,940        5,438,082
LEETSDALE MARKETPLACE                     3,420,000        9,933,701           13,863        3,420,000        9,947,564
LITTLETON SQUARE                          2,030,000        8,254,964           23,083        2,030,000        8,278,047
LLOYD KING CENTER                         1,779,180        8,854,803            9,180        1,779,180        8,863,983
LOEHMANNS PLAZA                           3,981,525       14,117,891          879,247        3,981,525       14,997,138
LOEHMANNS PLAZA CALIFORNIA                5,420,000        8,679,135          207,069        5,420,000        8,886,204
LOVEJOY STATION                           1,540,000        5,581,468           64,667        1,540,000        5,646,135
LUCEDALE MARKETPLACE                        641,565        2,147,848          140,567          641,565        2,288,415
MACARTHUR PARK PHASE I                    3,915,848        6,837,889           (2,943)               -                -
MAINSTREET SQUARE                         1,274,027        4,491,897          142,530        1,274,027        4,634,427
MARINERS VILLAGE                          1,628,000        5,907,835          280,730        1,628,000        6,188,565
MARKET AT PRESTON FOREST                  4,400,000       10,752,712            3,919        4,400,000       10,756,631
MARKET AT ROUND ROCK                      2,000,000        9,676,170           73,226        2,000,000        9,749,396
MARKETPLACE  ST PETERSBURG                1,287,000        4,662,740          376,599        1,287,000        5,039,339
MARTIN DOWNS VILLAGE CENTER               2,000,000        5,133,495        3,254,391        2,437,664        7,950,222
MARTIN DOWNS VILLAGE SHOPPES                700,000        1,207,861        3,361,188          817,135        4,451,914
MAXTOWN ROAD (NORTHGATE)                  1,753,136        6,244,449           39,547        1,753,136        6,283,996
MAYNARD CROSSING                          4,066,381       14,083,800        1,273,501        4,066,381       15,357,301
MEMORIAL BEND SHOPPING CENTER             3,256,181       11,546,660        2,406,868        3,366,181       13,843,528
MERCHANTS VILLAGE                         1,054,306        3,162,919       (4,217,225)               -                -
MILLHOPPER SHOPPING CENTER                1,073,390        3,593,523        1,331,752        1,073,390        4,925,275
MILLS POINTE                              2,000,000       11,919,176           38,183        2,000,000       11,957,359
MOCKINGBIRD COMMON                        3,000,000        9,675,600          264,338        3,000,000        9,939,938
MORNINGSIDE PLAZA                         4,300,000       13,119,929          125,291        4,300,000       13,245,220
MURRAYHILL MARKETPLACE                    2,600,000       15,753,034        1,334,443        2,600,000       17,087,477
NASHBORO VILLAGE                          1,824,320        7,167,679          432,712        1,824,320        7,600,391
NEWBERRY SQUARE                           2,341,460        8,466,651        1,240,970        2,341,460        9,707,621
NEWLAND CENTER                           12,500,000       12,221,279          541,367       12,500,000       12,762,646
NORTH HILLS TOWN CENTER                   4,900,000       18,972,202          106,034        4,900,000       19,078,236
NORTH MIAMI SHOPPING CENTER                 603,750        2,021,250       (2,625,000)               -                -
NORTHLAKE VILLAGE I                       2,662,000        9,684,740          293,747        2,662,000        9,978,487
NORTHVIEW PLAZA                           1,956,961        8,694,879           57,767        1,956,961        8,752,646
OAKBROOK PLAZA                            4,000,000        6,365,704          102,001        4,000,000        6,467,705
OAKLEY PLAZA                              1,772,540        6,406,975       (8,179,515)               -                -
OCEAN BREEZE PLAZA                        1,250,000        3,341,199        2,582,099        1,527,400        5,645,898
OLD ST AUGUSTINE PLAZA                    2,047,151        7,355,162        1,132,261        2,047,151        8,487,423
ORCHARD SQUARE                            1,155,000        4,135,353        3,470,484        1,423,610        7,337,227
PACES FERRY PLAZA                         2,811,522        9,967,557        2,180,459        2,811,622       12,147,916
PALM HARBOUR SHOPPING VILLAGE             2,899,928       10,998,230        1,456,006        2,924,399       12,429,765
PALM TRAILS PLAZA                         2,438,996        5,818,523          (25,160)       2,218,233        6,014,126
PARK PLACE                                2,231,745        7,974,362          142,820        2,231,745        8,117,182
PARKWAY STATION                           1,123,200        4,283,917          394,689        1,123,200        4,678,606
PASEO VILLAGE                             2,550,000        7,780,102          458,467        2,550,000        8,238,569
PEACHLAND PROMENADE                       1,284,562        5,143,564          199,275        1,284,561        5,342,840
PEARTREE VILLAGE                          5,196,653        8,732,711       10,768,493        5,196,653       19,501,204
PIKE CREEK                                5,077,406       18,860,183        1,101,996        5,077,406       19,962,179
PIMA CROSSING                             5,800,000       24,891,690          206,172        5,800,000       25,097,862
PINE LAKE VILLAGE                         6,300,000       10,522,041           73,571        6,300,000       10,595,612
PINE TREE PLAZA                             539,000        1,995,927        3,472,330          539,000        5,468,257
PLAZA DE HACIENDA                         4,230,000       11,741,933          140,533        4,230,000       11,882,466
PLAZA HERMOSA                             4,200,000        9,369,630          181,516        4,200,000        9,551,146
POWELL STREET PLAZA                       8,247,800       29,279,275                -        8,247,800       29,279,275
POWERS FERRY SQUARE                       3,607,647       12,790,749        4,292,933        3,607,647       17,083,682
POWERS FERRY VILLAGE                      1,190,822        4,223,606          287,187        1,190,822        4,510,793
PRESTONBROOK CROSSING                     4,703,516       10,761,732          219,502        4,409,509       11,275,241
PRESTOWOOD PARK                           6,400,000       46,896,071        1,223,920        6,400,000       48,119,991
QUEENSBOROUGH                             1,826,000        6,501,056         (798,632)       1,163,021        6,365,403
REDONDO VILLAGE CENTER                            -                -           24,752                -           24,752
REGENCY COURT                             3,571,337       12,664,014       (1,683,798)               -                -

                                      S-3
<PAGE>

                                               Initial Cost                   Cost                     Total Cost
                                        -------------------------------   Capitalized     ---------------------------------
                                                           Building &     Subsequent to                       Building &
                                            Land          Improvements     Acquisition          Land         Improvements
                                        --------------  --------------------------------  ---------------  -----------------
REGENCY SQUARE  BRANDON                     577,975       18,156,719       11,032,638        4,414,611       25,352,721
RIDGLEA PLAZA                             1,675,498       12,912,138          128,081        1,675,498       13,040,219
RIVERMONT STATION                         2,887,213       10,445,109          118,455        2,887,213       10,563,564
RONA PLAZA                                1,500,000        4,356,480           15,370        1,500,000        4,371,850
RUSSELL RIDGE                             2,153,214                -        6,642,188        2,215,341        6,580,061
SAMMAMISH HIGHLAND                        9,300,000        7,553,288          100,306        9,300,000        7,653,594
SAN FERNANDO VALUE SQUARE                 2,448,407        8,765,266      (11,213,673)               -                -
SAN LEANDRO                               1,300,000        7,891,091          131,293        1,300,000        8,022,384
SANDY PLAINS VILLAGE                      2,906,640       10,412,440        1,757,906        2,906,640       12,170,346
SANDY SPRINGS VILLAGE                       733,126        2,565,411        1,112,061          733,126        3,677,472
SANTA ANA DOWTOWN                         4,240,000        7,319,468          786,842        4,240,000        8,106,310
SEQUOIA STATION                           9,100,000       17,899,819          101,824        9,100,000       18,001,643
SHERWOOD MARKET CENTER                    3,475,000       15,897,972           55,348        3,475,000       15,953,320
SHILOH PHASE II                             288,135        1,822,692         (672,692)         288,135        1,150,000
SHILOH SPRINGS                            4,968,236        7,859,381                -        4,968,236        7,859,381
SHOPPES @ 104                             2,651,000        9,523,429          624,818        2,651,000       10,148,247
SHOPPES AT MASON                          1,576,656        5,357,855                -        1,576,656        5,357,855
SILVERLAKE SHOPPING CENTER                2,004,860        7,161,869          127,790        2,004,860        7,289,659
SOUTH MONROE COMMONS                      1,200,000        6,566,974       (1,345,539)         874,999        5,546,436
SOUTH POINT PLAZA                         5,000,000       10,085,995           65,822        5,000,000       10,151,817
SOUTH POINTE CROSSING                     4,399,303       11,116,491          889,186        4,399,303       12,005,677
SOUTHCENTER                               1,300,000       12,250,504            5,489        1,300,000       12,255,993
SOUTHGATE VILLAGE                         1,335,335        5,193,599                -        1,335,335        5,193,599
SOUTHPARK                                 3,077,667        9,399,976          120,891        3,077,667        9,520,867
ST ANN SQUARE                             1,541,883        5,597,282           19,817        1,541,883        5,617,099
STATLER SQUARE                            2,227,819        7,479,952          720,700        2,227,819        8,200,652
STRAWFLOWER VILLAGE                       4,060,228        7,232,936           74,253        4,060,228        7,307,189
STROH RANCH                               4,138,423        7,110,856          131,856        4,138,423        7,242,712
SUNNYSIDE 205                             1,200,000        8,703,281          154,179        1,200,000        8,857,460
SWEETWATER PLAZA                          4,340,600       15,242,149                         4,340,600       15,242,149
TAMIAMI TRAILS                            2,046,286        7,462,646          219,996        2,046,286        7,682,642
TARRANT PARKWAY VILLAGE                   2,202,605        3,953,781                -        2,202,605        3,953,781
TASSAJARA CROSSING                        8,560,000       14,899,929           91,463        8,560,000       14,991,392
TEQUESTA SHOPPES                          1,782,000        6,426,042       (2,443,096)               -                -
TERRACE WALK                              1,196,286        2,935,683          214,505        1,196,286        3,150,188
THE MARKETPLACE                           1,211,605        4,056,242        2,933,975        1,758,434        6,443,388
THE PROMENADE                             2,526,480       12,712,811      (15,239,291)               -                -
THE VILLAGE                                 522,313        6,984,992          223,286          522,313        7,208,278
THOMAS LAKE CENTER                        6,000,000       10,301,811            5,304        6,000,000       10,307,115
TINWOOD HOTEL SITE                        6,942,321                -        1,328,870                -                -
TOWN CENTER AT MARTIN DOWNS               1,364,000        4,985,410           66,314        1,364,000        5,051,724
TOWN SQUARE                                 438,302        1,555,481        6,258,449          882,895        7,369,337
TWIN PEAKS                                5,200,000       25,119,758           89,897        5,200,000       25,209,655
UNION SQUARE SHOPPING CENTER              1,578,654        5,933,889          432,411        1,578,656        6,366,298
UNIVERSITY COLLECTION                     2,530,000        8,971,597          528,645        2,530,000        9,500,242
UNIVERSITY MARKETPLACE                    3,250,562        7,044,579       (3,845,597)               -                -
VALLEY RANCH CENTRE                       3,021,181       10,727,623            1,026        3,021,181       10,728,649
VENTURA VILLAGE                           4,300,000        6,351,012          103,388        4,300,000        6,454,400
VILLAGE CENTER 6                          3,885,444       10,799,316          630,294        3,885,444       11,429,610
VILLAGE IN TRUSSVILLE                       973,954        3,260,627          137,818          973,954        3,398,445
WALKER CENTER                             3,840,000        6,417,522           72,185        3,840,000        6,489,707
WATERFORD TOWNE CENTER                    5,650,058        6,843,671        1,413,082        6,336,936        7,569,875
WELLEBY PLAZA                             1,496,000        5,371,636        1,624,219        1,496,000        6,995,855
WELLINGTON MARKETPLACE                    5,070,384       13,308,972       (2,521,710)               -                -
WELLINGTON TOWN SQUARE                    1,914,000        7,197,934          869,261        1,914,000        8,067,195
WEST COUNTY MARKETPLACE                   1,491,462        4,993,155          189,445        1,491,462        5,182,600
WEST HILLS                                2,200,000        6,045,233            7,105        2,200,000        6,052,338
WEST PARK PLAZA                           5,840,225        4,991,746          177,215        5,840,225        5,168,961
WESTBROOK COMMONS                         3,366,000       11,928,393                -        3,366,000       11,928,393
WESTCHESTER PLAZA                         1,857,048        6,456,178          674,505        1,857,048        7,130,683
WESTLAKE VILLAGE CENTER                   7,042,728       25,744,011          556,267        7,042,728       26,300,278
WILLA SPRINGS SHOPPING CENTER             1,779,092        9,266,550                -        1,779,092        9,266,550
WINDMILLER PLAZA PHASE I                  2,620,355       11,190,526          977,176        2,620,355       12,167,702
WOODCROFT SHOPPING CENTER                 1,419,000        5,211,981          437,564        1,419,000        5,649,545
WOODMAN VAN NUYS                          5,500,000        6,835,246          164,801        5,500,000        7,000,047
WOODMEN PLAZA                             6,014,033       10,077,698                -        6,014,033       10,077,698
WOODSIDE CENTRAL                          3,500,000        8,845,697           31,755        3,500,000        8,877,452
WORTHINGTON PARK CENTRE                   3,346,203       10,053,858          947,237        3,346,203       11,001,095
OPERATING BUILD TO SUIT PROPERTIES       17,268,850       38,766,639        2,018,139                -                -
                                      ------------------------------------------------------------------------------------
                                        650,855,683    1,923,260,598       99,048,008      600,081,672    1,914,961,155
                                      ====================================================================================
</TABLE>
                                      S-4
<PAGE>


<TABLE>
<CAPTION>

                                                Total Cost
                                     --------------------------------
                                       Properties held                  Accumulated     Accumulated
                                         for Sale          Total        Depreciation    Depreciation       Mortgages
                                     ---------------  ---------------  -------------- ----------------  ----------------

<S>                                   <C>            <C>              <C>            <C>                   <C>
ANASTASIA SHOPPING PLAZA                        -        5,058,085        985,316        4,072,769                   -
ARAPAHO VILLAGE                                 -        9,146,299        625,602        8,520,697                   -
ASHFORD PLACE                                   -       12,344,720      1,610,832       10,733,888           4,318,762
AVENTURA SHOPPING CENTER                        -       12,618,753      3,622,355        8,996,398           8,166,259
BECKETT COMMONS                                 -        9,821,394        699,398        9,121,996                   -
BENEVA VILLAGE SHOPS                            -       11,677,314        736,611       10,940,703                   -
BENT TREE PLAZA                                 -        8,596,991        709,437        7,887,554           5,316,054
BERKSHIRE COMMONS                               -       10,632,490      1,779,484        8,853,006                   -
BETHANY PARK PLACE                              -       10,396,952        877,834        9,519,118                   -
BLOOMINGDALE                                    -       18,372,549      1,482,799       16,889,750                   -
BLOSSOM VALLEY                                  -       18,288,946        767,653       17,521,293                   -
BOLTON PLAZA                                    -       10,381,427      1,667,430        8,713,997                   -
BONNERS POINT                                   -        3,998,295        859,865        3,138,430                   -
BOULEVARD CENTER                                -       13,734,479        719,394       13,015,085                   -
BOYNTON LAKES PLAZA                             -       14,149,880      1,129,736       13,020,144                   -
BRIARCLIFF LA VISTA                             -        3,768,666        592,827        3,175,839                   -
BRIARCLIFF VILLAGE                              -       28,778,712      3,243,674       25,535,038          12,739,215
BRISTOL WARNER                                  -       17,678,359        920,238       16,758,121                   -
BROOKVILLE PLAZA                                -                -              -                -                   -
BUCKHEAD COURT                                  -        9,622,721      1,185,065        8,437,656                   -
BUCKLEY SQUARE                                  -        8,150,582        447,830        7,702,752                   -
CAMBRIDGE SQUARE                                -        5,054,569        472,367        4,582,202                   -
CARMEL COMMONS                                  -       13,428,611      1,323,070       12,105,541                   -
CARRIAGE GATE                                   -        4,935,071      1,259,905        3,675,166                   -
CASA LINDA PLAZA                                -       35,525,960      2,283,316       33,242,644                   -
CASCADE PLAZA                                   -                -              -                -                   -
CENTER OF SEVEN SPRINGS                 5,823,341        5,823,341              -        5,823,341                   -
CHAMPIONS FOREST                                -       11,451,760        635,956       10,815,804                   -
CHASEWOOD PLAZA                                 -       19,477,240      4,316,371       15,160,869                   -
CHERRY GROVE                                    -       18,222,220      1,360,415       16,861,805                   -
CHERRY PARK MARKET                              -       19,045,634      1,377,522       17,668,112                   -
CHEYENNE MEADOWS                                -        9,361,214        622,644        8,738,570                   -
CITY VIEW SHOPPING CENTER                       -        5,666,621        629,587        5,037,034                   -
COLUMBIA MARKETPLACE                            -        6,090,146      1,125,585        4,964,561                   -
COOPER STREET                                   -       12,799,829        777,596       12,022,233                   -
COSTA VERDE                                     -       38,335,082      2,339,385       35,995,697                   -
COUNTRY CLUB                                    -        5,034,976        921,044        4,113,932                   -
COUNTRY CLUB CALIF                              -       14,761,054        842,506       13,918,548                   -
COURTYARD SHOPPING CENTER                       -        5,866,578              -        5,866,578                   -
CREEKSIDE PHASE II                              -        2,168,269         62,093        2,106,176                   -
CROMWELL SQUARE                                 -        8,493,034      1,020,353        7,472,681                   -
CROSSROADS                                      -        6,108,958        183,671        5,925,287                   -
CUMMING 400                                     -       11,465,282      1,379,048       10,086,234           6,190,464
DELK SPECTRUM                                   -       14,073,400      1,166,958       12,906,442           9,791,165
DELL RANGE                                              10,648,492        143,059       10,505,433                   -
DIABLO PLAZA                                    -       13,106,452        594,020       12,512,432                   -
DUNWOODY HALL                                   -       13,434,008      1,180,916       12,253,092                   -
DUNWOODY VILLAGE                                -       12,098,795      1,421,066       10,677,729                   -
EAST POINTE                                     -        9,611,708        771,383        8,840,325           4,962,796
EAST PORT PLAZA                        12,958,141       12,958,141              -       12,958,141                   -
EL CAMINO                                       -       18,818,039        848,828       17,969,211                   -
EL NORTE PARKWAY PLA                            -        9,281,180        489,417        8,791,763                   -
ENCINA GRANDE                                   -       15,593,620        789,322       14,804,298                   -
ENSLEY SQUARE                                   -        3,057,509        578,240        2,479,269                   -
EVANS CROSSING                                  -        8,155,518        613,679        7,541,839           4,041,163
FLEMING ISLAND                                  -       13,148,526        667,628       12,480,898           3,142,069
FRANKLIN SQUARE                                 -       13,634,174      1,252,462       12,381,712           8,649,850
FRIARS MISSION                                  -       33,992,236      1,934,662       32,057,574          17,097,838
GARDEN SQUARE                                   -       10,194,338        884,785        9,309,553           6,148,357
GARNER FESTIVAL                                 -       27,284,294      1,741,441       25,542,853                   -
GLENWOOD VILLAGE                                -        5,688,441        708,683        4,979,758           1,920,636
HAMPSTEAD VILLAGE                               -       10,230,715        581,821        9,648,894           9,249,885
HANCOCK CENTER                                  -       33,834,491      1,930,526       31,903,965                   -
HARPETH VILLAGE FIELDSTONE                      -       11,589,487        918,660       10,670,827                   -
HARWOOD HILLS VILLAGE                           -       12,251,070        669,212       11,581,858                   -
HEBRON PARK                                     -                -              -                -                   -
HERITAGE LAND                                   -       12,390,000              -       12,390,000                   -
HERITAGE PLAZA                                  -       24,404,742      1,806,545       22,598,197                   -
HIGHLAND SQUARE                                 -       21,665,189      1,433,911       20,231,278           3,592,844
HILLCREST VILLAGE                               -        3,416,192        131,670        3,284,522                   -
HILLSBORO MARKET CENTER                                  3,242,557         14,638        3,227,919                   -


                                      S-5
<PAGE>
                                                 Total Cost
                                     --------------------------------
                                       Properties held                  Accumulated     Accumulated
                                         for Sale          Total        Depreciation    Depreciation       Mortgages
                                     ---------------  ---------------  -------------- ----------------  ----------------

HINSDALE LAKE COMMONS                           -       20,931,711      1,197,523       19,734,188                   -
HYDE PARK                                       -       45,538,733      4,186,556       41,352,177                   -
INGLEWOOD PLAZA                                 -        3,323,973        151,232        3,172,741                   -
JACKSON CREEK CROSSING                          -        9,475,633        576,180        8,899,453                   -
JAMES CENTER                           19,640,678       19,640,678              -       19,640,678           5,361,068
KELLER TOWN CENTER                                      14,532,991        584,375       13,948,616                   -
KERNERSVILLE PLAZA                              -        8,361,221        618,230        7,742,991           4,983,220
KINGS CROSSING (SUN CITY)                       -                -              -                -                   -
KINGSDALE SHOPPING CENTER                       -       23,290,573      1,948,992       21,341,581                   -
LAGRANGE MARKETPLACE                            -        4,411,859        824,120        3,587,739                   -
LAKE MERIDIAN                                   -       18,979,512        933,082       18,046,430                   -
LAKE PINE PLAZA                                 -        9,529,676        710,671        8,819,005           5,668,646
LAKESHORE VILLAGE                               -        7,056,022        549,356        6,506,666           3,531,287
LEETSDALE MARKETPLACE                           -       13,367,564        729,707       12,637,857                   -
LITTLETON SQUARE                                -       10,308,047        589,030        9,719,017                   -
LLOYD KING CENTER                               -       10,643,163        703,255        9,939,908                   -
LOEHMANNS PLAZA                                 -       18,978,663      2,363,132       16,615,531                   -
LOEHMANNS PLAZA CALIFORNIA                      -       14,306,204        676,418       13,629,786                   -
LOVEJOY STATION                                 -        7,186,135        644,494        6,541,641                   -
LUCEDALE MARKETPLACE                            -        2,929,980        574,039        2,355,941                   -
MACARTHUR PARK PHASE I                 10,750,794       10,750,794              -       10,750,794                   -
MAINSTREET SQUARE                               -        5,908,454        580,678        5,327,776                   -
MARINERS VILLAGE                                -        7,816,565        791,621        7,024,944                   -
MARKET AT PRESTON FOREST                        -       15,156,631        762,464       14,394,167                   -
MARKET AT ROUND ROCK                            -       11,749,396        711,944       11,037,452           7,022,217
MARKETPLACE  ST PETERSBURG                      -        6,326,339        806,247        5,520,092                   -
MARTIN DOWNS VILLAGE CENTER                     -       10,387,886      2,076,058        8,311,828                   -
MARTIN DOWNS VILLAGE SHOPPES                    -        5,269,049      1,039,953        4,229,096                   -
MAXTOWN ROAD (NORTHGATE)                        -        8,037,132        616,507        7,420,625           5,114,262
MAYNARD CROSSING                                -       19,423,682      1,436,762       17,986,920          11,183,540
MEMORIAL BEND SHOPPING CENTER                   -       17,209,709      2,231,257       14,978,452           7,533,729
MERCHANTS VILLAGE                               -                -              -                -                   -
MILLHOPPER SHOPPING CENTER                      -        5,998,665      1,583,607        4,415,058                   -
MILLS POINTE                                    -       13,957,359        877,373       13,079,986                   -
MOCKINGBIRD COMMON                              -       12,939,938        750,108       12,189,830                   -
MORNINGSIDE PLAZA                               -       17,545,220        985,423       16,559,797                   -
MURRAYHILL MARKETPLACE                          -       19,687,477      1,254,341       18,433,136           7,810,800
NASHBORO VILLAGE                                -        9,424,711        539,353        8,885,358                   -
NEWBERRY SQUARE                                 -       12,049,081      2,324,964        9,724,117                   -
NEWLAND CENTER                                  -       25,262,646      1,015,110       24,247,536                   -
NORTH HILLS TOWN CENTER                         -       23,978,236      1,363,705       22,614,531           8,080,012
NORTH MIAMI SHOPPING CENTER                     -                -              -                -                   -
NORTHLAKE VILLAGE I                             -       12,640,487        313,863       12,326,624           6,766,369
NORTHVIEW PLAZA                                 -       10,709,607        635,643       10,073,964                   -
OAKBROOK PLAZA                                  -       10,467,705        534,638        9,933,067                   -
OAKLEY PLAZA                                    -                -              -                -                   -
OCEAN BREEZE PLAZA                              -        7,173,298      1,514,254        5,659,044                   -
OLD ST AUGUSTINE PLAZA                          -       10,534,574      1,292,505        9,242,069                   -
ORCHARD SQUARE                                  -        8,760,837        794,319        7,966,518                   -
PACES FERRY PLAZA                               -       14,959,538      1,810,860       13,148,678                   -
PALM HARBOUR SHOPPING VILLAGE                   -       15,354,164      1,732,094       13,622,070                   -
PALM TRAILS PLAZA                               -        8,232,359        565,480        7,666,879                   -
PARK PLACE                                      -       10,348,927        658,243        9,690,684                   -
PARKWAY STATION                                 -        5,801,806        718,760        5,083,046                   -
PASEO VILLAGE                                   -       10,788,569        607,828       10,180,741                   -
PEACHLAND PROMENADE                             -        6,627,401      1,050,775        5,576,626           3,910,006
PEARTREE VILLAGE                                -       24,697,857      2,286,725       22,411,132          12,239,230
PIKE CREEK                                      -       25,039,585      1,816,360       23,223,225          11,766,607
PIMA CROSSING                                   -       30,897,862      1,805,889       29,091,973                   -
PINE LAKE VILLAGE                               -       16,895,612        760,474       16,135,138                   -
PINE TREE PLAZA                                 -        6,007,257        458,052        5,549,205                   -
PLAZA DE HACIENDA                               -       16,112,466        866,487       15,245,979           6,405,084
PLAZA HERMOSA                                   -       13,751,146        696,825       13,054,321                   -
POWELL STREET PLAZA                                     37,527,075         60,999       37,466,076                   -
POWERS FERRY SQUARE                             -       20,691,329      2,461,616       18,229,713                   -
POWERS FERRY VILLAGE                            -        5,701,615        686,887        5,014,728           2,813,847
PRESTONBROOK CROSSING                           -       15,684,750        739,191       14,945,559                   -
PRESTOWOOD PARK                                 -       54,519,991      3,370,687       51,149,304                   -
QUEENSBOROUGH                                   -        7,528,424        466,740        7,061,684                   -
REDONDO VILLAGE CENTER                          -           24,752              -           24,752                   -
REGENCY COURT                          14,551,553       14,551,553              -       14,551,553                   -

                                      S-6
<PAGE>
                                                Total Cost
                                     --------------------------------
                                       Properties held                  Accumulated     Accumulated
                                         for Sale          Total        Depreciation    Depreciation       Mortgages
                                     ---------------  ---------------  -------------- ----------------  ----------------
REGENCY SQUARE  BRANDON                         -       29,767,332      8,212,053       21,555,279                   -
RIDGLEA PLAZA                                   -       14,715,717        986,775       13,728,942                   -
RIVERMONT STATION                               -       13,450,777      1,214,816       12,235,961                   -
RONA PLAZA                                      -        5,871,850        312,236        5,559,614                   -
RUSSELL RIDGE                                   -        8,795,402      1,198,436        7,596,966           5,783,932
SAMMAMISH HIGHLAND                              -       16,953,594        559,557       16,394,037                   -
SAN FERNANDO VALUE SQUARE                       -                -              -                -                   -
SAN LEANDRO                                     -        9,322,384        591,773        8,730,611                   -
SANDY PLAINS VILLAGE                            -       15,076,986      1,675,037       13,401,949                   -
SANDY SPRINGS VILLAGE                           -        4,410,598        659,250        3,751,348                   -
SANTA ANA DOWTOWN                               -       12,346,310        586,934       11,759,376                   -
SEQUOIA STATION                                 -       27,101,643      1,280,701       25,820,942                   -
SHERWOOD MARKET CENTER                          -       19,428,320      1,199,671       18,228,649                   -
SHILOH PHASE II                                 -        1,438,135         53,272        1,384,863                   -
SHILOH SPRINGS                                  -       12,827,617      2,279,856       10,547,761                   -
SHOPPES @ 104                                   -       12,799,247      1,012,653       11,786,594                   -
SHOPPES AT MASON                                -        6,934,511        523,891        6,410,620           3,717,145
SILVERLAKE SHOPPING CENTER                      -        9,294,519        675,478        8,619,041                   -
SOUTH MONROE COMMONS                            -        6,421,435        552,075        5,869,360                   -
SOUTH POINT PLAZA                               -       15,151,817        737,282       14,414,535                   -
SOUTH POINTE CROSSING                           -       16,404,980        918,934       15,486,046                   -
SOUTHCENTER                                     -       13,555,993        873,078       12,682,915                   -
SOUTHGATE VILLAGE                               -        6,528,934         61,866        6,467,068           5,413,857
SOUTHPARK                                       -       12,598,534        677,432       11,921,102                   -
ST ANN SQUARE                                   -        7,158,982        751,822        6,407,160           4,625,224
STATLER SQUARE                                  -       10,428,471        847,462        9,581,009           5,213,128
STRAWFLOWER VILLAGE                             -       11,367,417        546,548       10,820,869                   -
STROH RANCH                                     -       11,381,135        628,569       10,752,566                   -
SUNNYSIDE 205                                   -       10,057,460        650,921        9,406,539                   -
SWEETWATER PLAZA                                -       19,582,749         31,754       19,550,995                   -
TAMIAMI TRAILS                                  -        9,728,928        902,133        8,826,795                   -
TARRANT PARKWAY VILLAGE                         -        6,156,386        168,204        5,988,182                   -
TASSAJARA CROSSING                              -       23,551,392      1,070,078       22,481,314                   -
TEQUESTA SHOPPES                        5,764,946        5,764,946              -        5,764,946                   -
TERRACE WALK                                    -        4,346,474        877,742        3,468,732                   -
THE MARKETPLACE                                 -        8,201,822      1,419,527        6,782,295           2,067,448
THE PROMENADE                                   -                -              -                -                   -
THE VILLAGE                                     -        7,730,591        528,151        7,202,440                   -
THOMAS LAKE CENTER                              -       16,307,115        732,107       15,575,008                   -
TINWOOD HOTEL SITE                      8,271,191        8,271,191              -        8,271,191                   -
TOWN CENTER AT MARTIN DOWNS                     -        6,415,724        651,384        5,764,340                   -
TOWN SQUARE                                     -        8,252,232        423,337        7,828,895                   -
TWIN PEAKS                                      -       30,409,655      1,835,828       28,573,827                   -
UNION SQUARE SHOPPING CENTER                    -        7,944,954        919,720        7,025,234                   -
UNIVERSITY COLLECTION                           -       12,030,242      1,259,906       10,770,336                   -
UNIVERSITY MARKETPLACE                  6,449,544        6,449,544              -        6,449,544                   -
VALLEY RANCH CENTRE                             -       13,749,830        785,800       12,964,030                   -
VENTURA VILLAGE                                 -       10,754,400        460,628       10,293,772                   -
VILLAGE CENTER 6                                -       15,315,054      1,851,574       13,463,480                   -
VILLAGE IN TRUSSVILLE                           -        4,372,399        838,350        3,534,049                   -
WALKER CENTER                                   -       10,329,707        474,386        9,855,321                   -
WATERFORD TOWNE CENTER                          -       13,906,811        669,237       13,237,574                   -
WELLEBY PLAZA                                   -        8,491,855      1,352,228        7,139,627                   -
WELLINGTON MARKETPLACE                 15,857,646       15,857,646              -       15,857,646                   -
WELLINGTON TOWN SQUARE                          -        9,981,195      1,143,337        8,837,858                   -
WEST COUNTY MARKETPLACE                         -        6,674,062      1,317,509        5,356,553                   -
WEST HILLS                                      -        8,252,338        428,946        7,823,392           5,087,043
WEST PARK PLAZA                                 -       11,009,186        370,982       10,638,204                   -
WESTBROOK COMMONS                               -       15,294,393        226,857       15,067,536                   -
WESTCHESTER PLAZA                               -        8,987,731        871,730        8,116,001           5,479,343
WESTLAKE VILLAGE CENTER                         -       33,343,006      2,191,176       31,151,830                   -
WILLA SPRINGS SHOPPING CENTER                   -       11,045,642        243,518       10,802,124                   -
WINDMILLER PLAZA PHASE I                        -       14,788,057      1,050,857       13,737,200                   -
WOODCROFT SHOPPING CENTER                       -        7,068,545        813,495        6,255,050                   -
WOODMAN VAN NUYS                                -       12,500,047        499,185       12,000,862           5,515,768
WOODMEN PLAZA                                   -       16,091,731      1,030,600       15,061,131                   -
WOODSIDE CENTRAL                                -       12,377,452        641,543       11,735,909                   -
WORTHINGTON PARK CENTRE                         -       14,347,298      1,211,406       13,135,892           4,628,152
OPERATING BUILD TO SUIT PROPERTIES     58,053,628       58,053,628      2,880,324       55,173,304           2,650,433
                                     ---------------------------------------------------------------------------------
                                      158,121,462    2,673,164,289    202,325,324    2,470,838,965         265,698,754
                                     =================================================================================
</TABLE>
                                      S-7
<PAGE>
                           REGENCY CENTERS CORPORATION

                Combined Real Estate and Accumulated Depreciation
                                December 31, 2001



Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of operation is calculated over the
estimated useful lives of the assets as follows:

    Buildings and improvements                        up to 40 years

    The aggregate cost for Federal income tax purposes was approximately $2.6
    billion at December 31, 2001.



The changes in total real estate assets for the period ended December 31, 2001,
2000 and 1999:

<TABLE>
<CAPTION>
                                                                               2001              2000              1999
                                                                         ----------------  ----------------- -----------------

             <S>                                                           <C>                <C>               <C>
             Balance, beginning of period                                  2,561,795,627      2,401,953,304     1,183,184,013
                Developed or acquired properties                             187,979,361        219,887,989     1,215,563,938
                Sale of properties                                           (88,410,037)       (56,037,062)      (18,330,608)
                Provision for loss on operating properties held for sale      (1,595,136)       (12,995,412)                -
                Reclass accumulated depreciation into revised land basis      (1,627,178)                 -                 -
                Reclass accumulated depreciation properties held for sale       (815,400)       (10,147,692)                -
                Improvements                                                  15,837,052         19,134,500        21,535,961
                                                                         ----------------  ----------------- -----------------
             Balance, end of period                                        2,673,164,289      2,561,795,627     2,401,953,304
                                                                         ================  ================= =================
</TABLE>



The changes in accumulated depreciation for the period ended December 31, 2001,
2000 and 1999:

<TABLE>
<CAPTION>
                                                                               2001              2000              1999
                                                                         ----------------  ----------------- -----------------
             <S>                                                             <C>                <C>               <C>
             Balance, beginning of period                                    147,053,900        104,467,176        58,983,738
                Prior depreciation Midland JV'S transferred in                 2,433,269          1,662,125                 -
                Sale of properties                                            (5,052,051)        (3,800,803)         (721,007)
                Reclass accumulated depreciation into revised land basis      (1,627,178)                 -                 -
                Reclass accumulated  depreciation properties held for sale      (815,400)       (10,147,692)                -
                Depreciation for period                                       60,332,784         54,873,094        46,204,445
                                                                         ----------------  ----------------- -----------------
             Balance, end of period                                          202,325,324        147,053,900       104,467,176
                                                                         ================  ================= =================
</TABLE>




                                      S-8