SECURITIES AND EXCHANGE COMMISSION                    
                                      UNITED STATES
                               Washington, DC   20549

                                       FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported)        February 28, 1999

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



         Florida                            0-24763              59-3429602
(State or other jurisdiction             Commission            (IRS Employer
     of incorporation)                  File Number)       Identification No.)


  121 West Forsyth Street, Suite 200
           Jacksonville, Florida                                      32202
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number including area code:           (904)-356-7000



                                      Not Applicable
               (Former name or former address, if changed since last report)





ITEM 2.                      ACQUISITION OF ASSETS

Regency Centers,  L.P. (the  "Partnership")  is the primary entity through which
Regency  Realty  Corporation  ("Regency")  owns its properties and through which
Regency  intends  to expand  its  ownership  and  operation  of retail  shopping
centers.   At  December  31,  1998,  Regency  owned  approximately  96%  of  the
outstanding units of the Partnership.

Regency  completed its merger with Pacific Retail Trust, a Dallas-based  private
real estate company that is a leading  neighborhood  shopping  center company in
the western United States. The merger was approved Friday,  February 26, 1999 by
shareholders of both companies at special shareholder meetings and was effective
February 28, 1999.

Of the 25.5 million Regency shares  authorized to vote, 84.1% was represented at
the  special  shareholder  meeting  either in person or by proxy.  Of the shares
represented,  98.6% voted in favor of the merger.  Of the 67.2  million  Pacific
Retail  shares  authorized  to  vote,  97.0%  was  represented  at  the  special
shareholder  meeting  either in person or by proxy.  Of the shares  represented,
97.3% voted in favor of the merger.

The merged  company  will operate  under the Regency  name and will  continue to
trade on the New York Stock  Exchange  under the ticker symbol  "REG".  With the
completion of the merger,  Regency owns 200 retail properties totaling more than
23 million  square feet located in  high-growth  markets  throughout  the United
States.

Information concerning the merger,  including the assets acquired and the merger
consideration,  has been  previously  reported  in  Regency's  definitive  Proxy
Statement and Prospectus dated January 28, 1999.

Following the merger,  Regency contributed to the Partnership  substantially all
of the assets it acquired from Pacific Retail Trust in the merger, including (1)
title  to  all  of the  properties  acquired,  and  (2)  all of the  outstanding
non-voting common stock of PRT Development  Corporation,  Pacific Retail Trust's
non-qualified REIT subsidiary, in exchange for Class B Partnership units.

In the merger,  Regency became the general partner of Retail Properties Partners
Limited Partnership,  which continues to own 8 properties that it owned prior to
the merger.

Regency and the Partnership intend to continue to use the assets acquired on the
merger in the same  manner and to conduct  the same type of  business as Pacific
Retail Trust did prior to the merger.







ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

A. The financial  statements of Pacific Retail Trust and the pro forma financial
statements of Regency  Centers,  L.P. were filed as a part of Amendment No. 2 to
Form S-4 of Regency Centers, L.P. dated January 11, 1999 and are incorporated by
reference.  The following  Index to Financial  Statements  represents a complete
list and location of the financial statements included in the Form S-4 filing.

REGENCY CENTERS, L.P.:
UNAUDITED PRO FORMA FINANCIAL INFORMATION

         Pro Forma Condensed Consolidated Balance Sheet as of
         September 30,
         1998.........................................................P-3

         Notes to Pro Forma Condensed Consolidated Balance Sheet......P-4

         Pro Forma Condensed Consolidated  
          Statements of Operations for the nine
         months ended September 30, 1998 and the year ended
         December 31, 1997............................................P-6

         Notes to Pro Forma Consolidated Statements of Operations.....P-7

PACIFIC RETAIL TRUST:
UNAUDITED PRO FORMA FINANCIAL INFORMATION

         Pro Forma Condensed Consolidated Balance Sheet as of
         September 30,
         1998........................................................P-15

         Pro Forma Condensed Consolidated Statements of Operations...P-16
          for the nine months ended September 30, 1998

         Pro Forma Condensed Consolidated Statements of Operations
         for the year ended December 31, 1997........................P-17

         Notes to Pro Forma Condensed Consolidated 
         Statements of Operations....................................P-18





PACIFIC RETAIL TRUST:
CONSOLIDATED FINANCIAL STATEMENTS
         Report of Independent Accountants.................................F-34

         Consolidated Balance Sheets as of December 31, 1997 and 1996......F-35

         Consolidated Statements of Operations for the years ended
         December 31, 1997 and 1996........................................F-36

         Consolidated Statements of Changes in Shareholders' 
         Equity for the years ended December 31, 1997 and 1996.............F-37

         Consolidated Statements of Cash Flows for the years ended
          December 31, 1997 and 1996.......................................F-38

         Notes to Consolidated Financial Statements........................F-39

         Report of Independent Accountants.................................F-51

         Balance Sheet as of December 31, 1995.............................F-52

         Statement of Operations for the period from April 27, 1995
         (Inception) to December 31, 1995..................................F-53

         Statement of Shareholders' Equity for the period 
         from April 27, 1995 (Inception) to December 31, 1995..............F-54

         Statement of Cash Flows for the period
         from April 27, 1995 (Inception) to December 31,
         1995..............................................................F-55

         Notes to Financial Statements ....................................F-56

         Consolidated Balance Sheet as of 
          September 30, 1998 (Unaudited)                                   F-64

         Consolidated Statements of Operations for the
          nine months ended September 30, 1998
          and 1997 (Unaudited)                  .......................    F-65

         Consolidated Statement of Changes in Shareholders'
          Equity for the nine months ended 
          September 30, 1998 (Unaudited)...............................    F-66

         Consolidated Statements of Cash Flows for 
          the nine months ended September 30, 1998
          and 1997 (Unaudited).........................................    F-67

         Notes to Consolidated Financial Statements....................    F-68

         Schedule III - Real Estate and Accumulated Depreciation
          as of December 31, 1997......................................    S-1



C.       Exhibits:

         2.       Agreement   and  Plan  of  Merger   between   Regency   Realty
                  Corporation and Pacific Retail Trust dated as of September 23,
                  1998 (incorporated by reference from Annex A to Regency Realty
                  Corporation's  definitive Proxy Statement and Prospectus dated
                  January 28, 1999).

                  Exhibits to the Agreement and Plan of Merger are  incorporated
                  by  reference  to Annexes  D, E and F to the  above-referenced
                  Proxy Statement and Prospectus.  The following  schedules have
                  been  omitted  (the   Registrant   agrees  to  furnish  copies
                  supplementally to the Securities and Exchange  Commission upon
                  request):

                  Regency Realty Corporation ("East") Disclosure Schedules:
                  3.2(a) and (b)
                           (i)      Commitments to Issue Securities of East or 
                                     East Operating Partnership
                           (ii)     East Voting Agreement
                           (iii)    East Redemption Obligations
                           (iv)     East Registration Rights Agreements

                  3.2(c)   Stock Ownership of East Subsidiaries
                  3.2(d)   Commitments to Issue Securities of East Subsidiaries
                  3.3(b)   East Required Consents
                  3.5      East Material Adverse Changes
                  3.7      East Tax Matters
                  3.9      East Litigation
                  3.11     East Properties
                  3.26     Knowledge
                  5.1(d)   East Acquisitions, Dispositions, or Financings
                  7.1(i)   Mandatory Required Consents

                  Pacific Retail Trust ("West") Disclosure Schedule

                  23.      Consent of PricewaterhouseCoopers LLP
                  23.2     Consent of PricewaterhouseCoopers LLP









Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                              REGENCY CENTERS, L.P.
                                                     (registrant)

                                         By:      Regency Realty Corporation,
                                                  Its General Partner


March 10, 1999                          By: /s/   J. Christian Leavitt      
                                       -----------------------------------
                                             J. Christian Leavitt
                                             Senior Vice President






004.134838.2

                                                                     Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in this Current Report on
Form 8-K of Regency  Centers,  L.P.  of our reports  dated  January 23, 1998 and
dated  February  9, 1996  included  in the Regency  Centers,  L.P.  registration
statement on Form S-4 (No.  333-63723)  dated  January 11, 1999  relating to the
financial  statements of Pacific  Retail Trust for the years ended  December 31,
1997 and 1996 and for the period from April 27, 1995 (Inception) to December 31,
1995 listed in the accompanying index. We also consent to the application of our
report dated January 23, 1998 to the Financial  Statement  Schedule for the year
ended December 31, 1997 listed in the  accompanying  index when such schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.




PricewaterhouseCoopers LLP
Dallas, Texas
January 11, 1999



                                                                 Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting part of the Registration  Statement on Form S-4 (No. 333-63723) and
Form S-3 (No.  333-72899) of Regency Centers,  L.P. of our reports dated January
23, 1998  relating to the financial  statements of Pacific  Retail Trust for the
years ended  December 31, 1997 and 1996 and dated  February 9, 1996  relating to
the financial  statements of Pacific  Retail Trust for the period from April 27,
1995 (Inception) to December 31, 1995 which are incorporated by reference in the
Current  Report on Form 8-K of Regency  Centers, L.P.  dated  February 28,
1999.



PricewaterhouseCoopers LLP
Dallas, Texas
March 10, 1999