SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              _____________________


                                    FORM 8-K

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


        Date of Report (Date of earliest event reported): March 23, 2004


                                EQUITY ONE, INC.
             (Exact name of registrant as specified in its charter)

                                    Maryland
                 (State or other jurisdiction of incorporation)


          001-13499                                  52-1794271
  (Commission File Number)                (I.R.S. Employer Identification No.)


            1696 NE Miami Gardens Drive
            North Miami Beach, Florida                          33179
     (Address of principal executive offices)                (Zip Code)


                                 (305) 947-1664
              (Registrant's telephone number, including area code)

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







                                  page 1 of 4


Item 5. Other Events.

     On March 23, 2004, Equity One, Inc., a Maryland corporation ("Equity One"),
entered into an  underwriting  agreement,  attached as Exhibit 1.1 hereto,  with
Credit Suisse First Boston LLC,  Deutsche Bank  Securities  Inc. and J.P. Morgan
Securities  Inc.,  as the  underwriters,  with  respect to the issue and sale by
Equity One of $200 million of 3.875% senior  unsecured  notes due April 15, 2009
in an underwritten public offering.

     The notes were  registered  under the  Securities  Act of 1933, as amended,
pursuant to Equity One's shelf registration statements on Form S-3 (Registration
Nos. 333-81216 and 333-106909). The notes were issued pursuant to a supplemental
indenture,  attached  as  Exhibit  4.1  hereto,  to the  indenture  dated  as of
September 9, 1998 among the Company,  SunTrust Bank, as trustee, and each of the
guarantors set forth therein.

     A copy of the  press  release  issued  by  Equity  One on  March  26,  2004
announcing  the  public  offering  is  attached  as Exhibit  99.1  hereto and is
incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

          1.1 * Underwriting  Agreement  dated as of March 23, 2004 among Equity
     One, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and J.P.
     Morgan Securities Inc.

          4.1*  Supplemental  Indenture  dated as of March 26, 2004 among Equity
     One, the guarantors named therein, and SunTrust Bank.

          5.1 Opinion of Venable LLP.

          5.2 Opinion Greenberg Traurig, P.A.

          23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto).

          23.2  Consent of  Greenberg  Traurig,  P.A.  (included  in Exhibit 5.2
     hereto).

          99.1 Press Release, dated March 26, 2004, of Equity One.

     ________________________________

     * Equity  One  hereby  agrees to furnish  to the  Securities  and  Exchange
     Commission,  supplementally,  any  schedules or exhibits to such  agreement
     which  are not filed  herewith,  upon the  request  of the  Securities  and
     Exchange Commission.






                                  page 2 of 4



                                   SIGNATURES

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

                                            EQUITY ONE, INC.



Date:  March 31, 2004                       By: /s/ Howard M. Sipzner
                                                -----------------------------
                                                Howard M. Sipzner
                                                Chief Financial Officer




















                                  page 3 of 4



                                INDEX TO EXHIBITS


Exhibit Number      Description of Exhibit
- --------------      ----------------------


      1.1           Underwriting  Agreement  dated as of March  23,  2004  among
                    Equity One,  Credit  Suisse First Boston LLC,  Deutsche Bank
                    Securities Inc. and J.P. Morgan Securities Inc.

      4.1           Supplemental  Indenture  dated as of March  26,  2004  among
                    Equity One, the guarantors named therein, and SunTrust Bank.

      5.1           Opinion of Venable LLP.

      5.2           Opinion Greenberg Traurig, P.A.

     23.1           Consent of Venable LLP (included in Exhibit 5.1 hereto).

     23.2           Consent of Greenberg Traurig,  P.A. (included in Exhibit 5.2
                    hereto).

     99.1           Press Release, dated March 26, 2004, of Equity One.




                                  page 4 or 4