PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 28, 2003)



                               [Graphic Omitted]


                           REGENCY CENTERS CORPORATION
                                  COMMON STOCK

                               -----------------

     This prospectus supplement relates to an aggregate of up to 7,200,000
shares (or up to 8,280,000 shares if the over-allotment option described in the
SynDECS prospectus supplement referred to below is exercised in full) of our
common stock beneficially owned by an affiliate of Security Capital Group
Incorporated, a subsidiary of General Electric Capital Corporation. The
affiliate may deliver these shares to Citibank, N.A. and UBS AG, London Branch
pursuant to forward purchase contracts. The affiliate will also enter into a
stock lending arrangement relating to these shares under which an affiliate of
Citibank, N.A. may borrow the shares. Citigroup Global Markets Holdings Inc., or
CGMHI, as issuer of the SynDECS, will sell these shares pursuant to this
prospectus supplement to holders of the SynDECS and to its affiliate under a
residual share agreement. That affiliate may also engage in short sales pursuant
to this prospectus supplement to hedge its position under the residual share
agreement, and may deliver these shares to settle such short sales or to close
out stock loans incurred in connection with its short positions. The CGMHI
affiliate expects to sell short approximately 1,500,000 shares on or about the
issuance date of the SynDECS. See "The Offering" and "Plan of Distribution"
herein.

     In the aggregate, no more than 8,280,000 shares will be delivered pursuant
to sales to which this prospectus supplement relates.

     Pursuant to the SynDECS, CGMHI will deliver between 6,000,000 and 7,200,000
shares (or, if the over-allotment option is exercised in full, between 6,900,000
and 8,280,000 shares) to holders of the SynDECS or the cash value thereof. Any
remainder of the 7,200,000 shares (or, if the over-allotment option is exercised
in full, 8,280,000 shares) will be delivered to its affiliate under the residual
share agreement. We will not receive any of the proceeds from the sale of shares
of our common stock offered through this prospectus supplement or from the sale
of the SynDECS.

     The SynDECS are being sold in an offering described in a separate
prospectus supplement and accompanying prospectus of CGMHI. This prospectus
supplement relates only to the shares of our common stock that may be delivered
as described above. WE TAKE NO RESPONSIBILITY FOR ANY INFORMATION INCLUDED IN OR
OMITTED FROM THE PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS FOR THE
SYNDECS. That prospectus supplement and the accompanying prospectus of CGMHI do
not constitute a part of, and are not incorporated by reference into, this
prospectus supplement.

     In a concurrent offering, which we call the stock offering, Security
Capital is offering 23,203,712 shares of our common stock (excluding up to
2,789,524 additional shares that are subject to an over-allotment option). Of
this amount, (i) 6,876,832 shares will be sold by Security Capital through the
underwriters named in that prospectus supplement, (ii) 11,720,000 shares will be
sold by the underwriters named in that prospectus supplement and are subject to
forward sale agreements between Security Capital and affiliates of certain of
the underwriters named in that prospectus supplement, and (iii) 4,606,880 shares
will be purchased by Regency directly from Security Capital.

     Our common stock is listed on the New York Stock Exchange under the symbol
"REG". The last reported sale price of our common stock on June 18, 2003 was
$32.56 per share.

                               -----------------

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS.

     Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities, or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.


                               -----------------
June 18, 2003




     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT, AND SECURITY CAPITAL AND THE UNDERWRITERS HAVE NOT, AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND SECURITY
CAPITAL AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS SUPPLEMENT OR THE DATE OF INCORPORATION
BY REFERENCE.

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                              PROSPECTUS SUPPLEMENT

     Prospectus Supplement Summary ......................................    S-3
     Capitalization .....................................................   S-10
     Selling Shareholder ................................................   S-11
     The Company ........................................................   S-13
     Properties .........................................................   S-15
     Regency Centers Debt ...............................................   S-25
     Selected Consolidated Financial Data ...............................   S-27
     Historical Stock Prices and Dividends ..............................   S-29
     Executive Officers and Directors ...................................   S-30
     Plan of Distribution ...............................................   S-33
     Experts ............................................................   S-35
     Validity of Common Stock ...........................................   S-35
                                   PROSPECTUS

     Prospectus Summary .................................................      1
     Forward-Looking Information ........................................      1
     Risk Factors .......................................................      2
     Use of Proceeds ....................................................      8
     Regency Centers Corporation ........................................      8
     The Selling Shareholder ............................................      8
     Plan of Distribution ...............................................     10
     Description of Capital Stock .......................................     11
     Federal Income Tax Considerations ..................................     17
     Legal Matters ......................................................     29
     Experts ............................................................     29





                                      S-2



                          PROSPECTUS SUPPLEMENT SUMMARY

     THE FOLLOWING IS ONLY A SUMMARY. BECAUSE IT IS A SUMMARY, IT DOES NOT
CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT TO YOU. FOR MORE COMPLETE
INFORMATION, YOU SHOULD READ THIS TOGETHER WITH THE MORE DETAILED INFORMATION
ELSEWHERE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND THE
INFORMATION INCORPORATED BY REFERENCE HEREIN AND THEREIN.

                           REGENCY CENTERS CORPORATION

GENERAL

     Regency Centers Corporation ("Regency Centers" or "Regency") completed its
initial public offering in 1993 (NYSE: REG) and is a qualified
self-administered, self-managed real estate investment trust ("REIT"). Through a
series of strategic acquisitions in 1997, 1998 and 1999, we expanded the scope
of our operations and became a nationally-based owner, operator, and developer
of grocery-anchored retail shopping centers.

     At March 31, 2003, our assets totaled approximately $3.1 billion with 261
shopping centers in 21 states. At March 31, 2003, including properties owned
through our joint ventures, our gross leasable area ("GLA") totaled 29.6 million
square feet and was 94.9% leased. Geographically, including properties owned
through our joint ventures, 20.6% of our GLA is located in Florida, 18.1% in
California, 17.3% in Texas, 8.2% in Georgia, 6.4% in Ohio, and 29.4% spread
throughout 16 other states.

     We invest in retail shopping centers through Regency Centers, L.P., the
operating partnership in which we are the sole general partner and currently own
approximately 98% of the outstanding common partnership units. Our acquisition,
development, operations and financing activity, including the issuance of common
or preferred partnership units, is generally executed by our operating
partnership, its wholly-owned subsidiaries and joint ventures with third
parties.

     Our executive offices are located at 121 West Forsyth Street, Suite 200,
Jacksonville, Florida 32202 and our telephone number is (904) 598-7000.

OPERATING AND INVESTMENT PHILOSOPHY

     Our primary operating and investment goal is to compound long-term growth
in per share earnings and total shareholder return through:

     o  focusing on a strategy of owning, operating, and developing
        grocery-anchored neighborhood shopping centers that are anchored by
        market-leading supermarkets in areas with attractive demographics,

     o  sustaining growth in the profits and intrinsic value of the operating
        portfolio by increasing net operating income from our high-quality
        centers through intense leasing and management and industry-leading
        operating systems like our premier customer initiative,

     o  recycling the proceeds from the disposition of our lower-quality
        properties and non-core developments into higher yielding,
        higher-quality new developments and acquisitions,

     o  using joint ventures to cost efficiently expand the portfolio and
        increase fee-based income,

     o  realizing value from our customer-driven development program,

     o  using financial management to maintain a strong balance sheet with
        access to substantial capital, and

     o  attracting and motivating a talented management team that is committed
        to achieving our strategic goals.

GROCERY-ANCHORED STRATEGY

     We focus our investment strategy on grocery-anchored retail shopping
centers that are located in attractive trade areas and are anchored by a
dominant grocer in the local market. Over 90% of our grocery-anchored centers
are anchored by one of the top three grocers in the local market. A neighborhood
center is a convenient, cost-effective distribution platform for food retailers.
We believe that grocery-anchored centers generate substantial daily traffic and
offer sustainable competitive advantages to their tenants. This high traffic
generates increased sales, driving higher occupancy, higher rental rates, and
higher rental rate growth for us -- meaning that we expect to sustain our cash
flow growth and increase the value of our portfolio over the long term. Our
principal grocer anchors report that sales in their stores in our shopping
centers have outperformed sales in their other stores.


                                      S-3


ATTRACTIVE DEMOGRAPHICS

     Grocery-anchored centers are best located in neighborhood trade areas with
attractive demographics. The average population within three miles of our
centers is approximately 72,000 people with average household incomes of
approximately $87,000 and a projected five-year population growth rate of 8.7%.
The three-mile trade areas of our centers are growing nearly twice as fast and
household incomes are more than 35% greater than the national averages,
translating into more retail buying power. Once we select specific markets, we
seek the best location within the best neighborhoods, preferably occupying the
dominant corner, close to residential communities, with excellent visibility for
our tenants and easy access for neighborhood shoppers.

PREMIER CUSTOMER INITIATIVE

     For the same reason we choose to anchor our centers with leading grocers,
we also seek a range of strong national, regional and local specialty tenants.
We have created a partnering process -- the premier customer initiative -- to
promote mutually beneficial relationships with our non-grocer specialty
retailers. Our objective is to build a base of specialty tenants who represent
the "best-in-class" operators in their respective merchandising categories. We
believe that these tenants reinforce the consumer appeal and other strengths of
a center's grocery-anchor, help to stabilize a center's occupancy, reduce
releasing downtime, lower tenant turnover and yield higher sustainable rents.

VALUE-ADDED DEVELOPMENT

     Development is customer-driven, meaning we generally have a signed lease
from the anchor before we purchase the land and begin construction. Developments
serve the growth needs of our grocery and specialty retail customers, result in
modern shopping centers with long-term leases from the grocery-anchors and
produce attractive returns on invested capital. Our returns on invested capital
for developments, targeted in excess of 10%, generally exceed the returns
produced by acquisitions.

CAPITAL STRATEGY

     We intend to maintain a capital structure designed to fund our growth
programs without compromising our investment-grade ratings. This approach is
founded on our self-funding capital strategy. This strategy utilizes two key
components: joint ventures and center "recycling." Joint venturing of assets
provides us with a capital source for new investments and market-based fees that
we may earn as the asset manager. Property returns plus profits from fees
generate attractive returns on our equity. Our asset recycling strategy calls
for us to re-deploy the proceeds from the sales of outparcels, developments and
low growth, lower-quality operating properties into new higher-quality
developments and acquisitions that we expect will generate sustainable revenue
growth and more attractive returns on invested capital. Our commitment to
maintaining a high-quality portfolio dictates that we continually assess the
value and prospects of all of our properties and actively manage the portfolio
with the timely disposition of those properties that no longer meet our
long-term investment standards.

JOINT VENTURES

     We have unconsolidated investments in seven joint ventures with total
assets of $571.3 million at March 31, 2003. Of these seven, the assets of
Macquarie CountryWide-Regency, LLC and Columbia Regency Retail Partners, LLC
represent $475.8 million, or 83%, of our total unconsolidated joint venture
assets. We have a 25% equity interest in Macquarie CountryWide-Regency, LLC, a
joint venture with an affiliate of Macquarie CountryWide Trust, a Sydney,
Australia-based property trust focused on investing in grocery-anchored shopping
centers. Our joint venture with Macquarie owned 15 properties, had assets of
$185.2 million and had total debt of $84.9 million as of March 31, 2003. We also
have a 20% equity interest in Columbia Regency Retail Partners, LLC, a joint
venture with the Oregon State Treasury that was formed for the purpose of
investing in retail shopping centers. Our joint venture with the Oregon State
Treasury owned 12 properties, had assets of $290.6 million and total debt of
$78.2 million as of March 31, 2003.


                                      S-4


                                  THE OFFERING

     Security Capital has advised us that, in connection with this offering, its
subsidiary that owns the shares included in this offering has entered into
forward purchase contracts with Citibank, N.A., an affiliate of Citigroup Global
Markets Inc., and UBS AG, London Branch, an affiliate of UBS Securities LLC.
Under the forward purchase contracts, the Security Capital subsidiary has agreed
to deliver 4,200,000 shares of our common stock to UBS AG, London Branch in
mid-2004 and 3,000,000 shares of our common stock (plus up to 1,080,000 shares
in connection with the over-allotment option relating to this offering) to
Citibank during the first half of 2004. The initial forward price under the
forward purchase contracts is $30.92 per share, and the contracts provide that
the initial forward price is subject to increase based on a floating interest
factor and subject to decrease for dividends having a record date after the date
of the consummation of the SynDECS offering and prior to the date of settlement.
In addition, the Security Capital subsidiary will enter into a stock lending
arrangement under which an affiliate of Citibank may borrow shares of our common
stock in connection with Citibank's forward purchase contract. The forward
purchase contracts may also be settled in cash at the Security Capital
subsidiary's option. If a forward purchase contract is settled in cash and the
market price of our common stock at the time of settlement of the forward
purchase contracts is above the forward price, Security Capital would pay
Citibank and UBS AG, London Branch an amount of cash equal to the difference. If
the market value of the common stock at the time of settlement of the forward
contracts is below the forward price, Security Capital would be paid the
difference by Citibank and UBSAG, London Branch. Delivery and payment may be
accelerated under these forward contracts under certain circumstances.

     Until the delivery under the forward contracts, Security Capital will
continue to beneficially own and vote these shares, subject to an agreement
between us and Security Capital terminating the stockholders agreement. The
subsidiary will also have the right to settle the forward contracts in cash
instead of delivering shares of our common stock. If it does so, it will
continue to own the shares.

     We understand that concurrently with Security Capital's subsidiary entering
into the forward contracts and stock lending arrangement referred to above,
Citigroup Global Markets Holdings Inc., or CGMHI, an affiliate of Citibank,
N.A., will sell 7,200,000 SynDECS (Debt Exchangeable for Common Stock) (plus up
to an additional 1,080,000 SynDECS that are subject to an over-allotment option)
and will enter into a residual share agreement with another one of its
affiliates. The SynDECS are a series of debt securities of CGMHI that will be
mandatorily exchanged upon maturity into an aggregate of between 6,000,000 and
7,200,000 shares of our common stock (or, if the over-allotment option is
exercised in full, between 6,900,000 and 8,280,000 shares) or their value in
cash or a combination of both based on a formula linked to the market price of
our common stock. Pursuant to the residual share agreement, the affiliate of
CGHMI will be entitled to the shares not required to be delivered to the holders
of the SynDECS. We understand that the affiliate expects to sell short on or
about the issuance date of the SynDECS approximately 1,500,000 shares as a hedge
of its position under the residual value agreement.

     This prospectus may also be delivered in connection with:

     o  the sale of shares of our common stock by CGMHI to the holders of the
        SynDECS or to its affiliate under the residual share agreement; and

     o  short sales of shares of our common stock by the holder of the residual
        share agreement to hedge its position under that agreement, and the
        holder may deliver shares to settle those short sales or to close out
        stock loans incurred in connection with its short positions.

     The SynDECS are being sold in an offering described in a separate
prospectus supplement and the prospectus accompanying that prospectus
supplement. This prospectus supplement relates only to the shares of our common
stock that may be delivered as described above. WE TAKE NO RESPONSIBILITY FOR
ANY INFORMATION INCLUDED IN OR OMITTED FROM THE SYNDECS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS ACCOMPANYING THAT PROSPECTUS SUPPLEMENT. The SynDECS prospectus
supplement and the prospectus accompanying that prospectus supplement do not
constitute a part of, and are not incorporated by reference into, this
prospectus supplement.

     In a concurrent offering, which we call the stock offering, Security
Capital is offering 23,203,712 shares of our common stock (excluding up to
2,789,524 additional shares that are subject to an over-allotment option). Of
this amount, (i) 6,876,832 shares will be sold by Security Capital through the
underwriters named in that prospectus supplement, (ii) 11,720,000 shares will be
sold by the underwriters named in that prospectus supplement and are subject to
forward sale agreements between Security Capital and affiliates of certain of
the underwriters named in that prospectus supplement, and (iii) 4,606,880 shares
will be purchased by Regency directly from Security Capital.


                                      S-5


                               RECENT DEVELOPMENTS

PURCHASE AND SALE AGREEMENT WITH SECURITY CAPITAL

     On June 11, 2003, we entered into a purchase and sale agreement with
Security Capital and the subsidiary to purchase up to $150,000,000 of the shares
of our common stock beneficially owned by Security Capital at the per share
offering price to the public of the shares offered in the stock offering, which
is equal to 4,606,880 shares. The amount of shares that we purchase will
decrease if Security Capital's ownership of our common stock would not be 9.8%
or less of our total outstanding common stock after consummation of the stock
offering and entering into the forward sale agreements. For the purpose of this
calculation, Security Capital is not treated as owning the shares covered by the
forward sale agreements entered into by the subsidiary in connection with the
stock offering and the SynDECS offering or any shares subject to the
underwriters' over-allotment options that are not sold in the offerings, and our
total outstanding common stock is reduced by the assumed purchase by us of
$150,000,000 of shares of our common stock. If Security Capital's ownership
percentage would be over 15% based on this calculation, we will have no
obligation to purchase shares beneficially owned by Security Capital under the
purchase and sale agreement. Assuming the consummation of the stock offering, we
will repurchase all 4,606,880 shares referred to above. The closing of the
purchase under the purchase and sale agreement will occur upon, and be subject
to, the consummation of the stock offering.

AGREEMENT RELATING TO DISPOSITION OF SHARES

     In connection with the purchase and sale agreement, we entered into an
agreement with Security Capital pursuant to which we and Security Capital have
agreed that the Stockholders Agreement between Security Capital and us will
terminate upon the consummation of the stock offering, the entering into of the
forward sale agreements and our purchase of shares of our common stock from the
subsidiary pursuant to the purchase and sale agreement, provided that Security
Capital's ownership in Regency (excluding the shares subject to the forward sale
agreements) has been reduced to 15% or less of our total outstanding common
stock. Assuming the stock offering is consummated, the forward sale agreements
are entered into as described and we consummate the repurchase of our shares as
described, Security Capital would own less than 10% of our common stock under
this calculation prior to any exercise of the over-allotment options. Security
Capital also has agreed to vote all shares of our common stock covered by the
forward sale agreements over which it has voting power following the closing of
the stock offering in the same proportion as shares are voted by our other
shareholders. In addition, the agreement provides that, upon the closing under
the purchase and sale agreement, Joseph E. Parsons, an employee of General
Electric Capital Corporation, will resign from our board of directors. In the
event that Security Capital's ownership (excluding the shares subject to the
forward sale agreements) is in excess of 15% after the consummation of the stock
offering and our purchase of shares of our common stock from the subsidiary, the
Stockholders Agreement will not terminate, but will be amended so that it will
thereafter terminate immediately when Security Capital ceases to own 15% or more
of our total outstanding common stock.

SECURITY CAPITAL OWNERSHIP LIMIT

     In order to facilitate the subsidiary's disposition of its shares of our
common stock, our board of directors adopted resolutions relating to the
ownership limits under our articles of incorporation to provide, among other
things, that Security Capital will have an ownership limit equal to 60% of our
common stock less the number of shares sold in this offering or to us pursuant
to the purchase and sale agreement, but not subtracting the shares subject to
the forward sale agreements.

SALE OF DEPOSITARY SHARES REPRESENTING PREFERRED STOCK

     On April 3, 2003, we completed an underwritten public offering of $75
million of depositary shares representing our Series 3 preferred stock. The
depositary shares are redeemable at our election after five years, pay a 7.45%
cumulative annual dividend and have an aggregate liquidation preference of $75
million. We used the proceeds of the offering of the depositary shares to repay
outstanding indebtedness on our line of credit, which was drawn to redeem $35
million of 9% preferred units and $40 million of 8.75% preferred units of our
operating partnership in a negotiated transaction in March 2003 at a 1% premium.


                                      S-6


RECENT TAX LEGISLATION

     REITs currently enjoy tax advantages relative to regular C corporations
because they are not subject to corporate-level income tax on income they
distribute to shareholders, but shareholders do include REIT dividends in
taxable income. The recently enacted Jobs and Growth Tax Relief Reconciliation
Act of 2003 (the "Act") generally reduces to 15% the maximum marginal rate of
tax that individuals will pay on corporate dividends for taxable years ending
after December 31, 2002 and before January 1, 2009. This reduced tax rate,
however, will not apply to dividends paid to individuals by a REIT on its stock
except for certain limited amounts. While the earnings of a REIT that are
distributed to its shareholders will still generally be subject to less federal
income taxation in the aggregate than the distributed earnings of a non-REIT C
corporation, which are distributed net of a corporate income tax, this
legislation could make an investment in a REIT comparatively less attractive
than an investment in other corporations because dividends paid by REITs will
generally not be eligible for the new reduced tax rates that apply for corporate
dividends. In addition, under the legislation, the maximum tax rate for REIT
capital gain distributions (except to the extent of real estate depreciation
recapture) was reduced from 20% to 15%. We cannot predict what effect, if any,
the enactment of this legislation may have on the value of our common stock,
either in terms of price or relative to other investments.

     On several occasions, Congress has proposed legislation adding an
additional requirement for REIT qualification. This proposed legislation would
require that an entity seeking to qualify as a REIT not be a "controlled
entity." This legislation was proposed recently in the version of the Act passed
by the Senate on May 15, 2003. Under this legislation, an entity is a controlled
entity if, at any time during the taxable year, one person (excluding other
REITs), in the case of a corporation, owns stock possessing at least 50% of the
total voting power of the stock of such corporation, or having a value equal to
at least 50% of the total value of the stock of such corporation, or in the case
of a trust, owns beneficial interests in the trust which would meet the 50% vote
or value tests applicable for corporations if such interests were stock. This
legislation was proposed to be effective for taxable years ending after May 8,
2003; however, under a grandfathering provision, the additional requirement
would not have applied to any entity which was a controlled entity as of May 8,
2003, which was a REIT for the taxable year which included such date, and which
had significant assets or activities as of such date. As of May 15, 2003,
Security Capital owned approximately 56.7% of the voting power of Regency
Centers and hence, we are a controlled entity within the meaning of this
proposed legislation. However, we believe that we would satisfy the provisions
of the grandfathering exception as proposed, and would not have been
disqualified from maintaining our REIT status by virtue of Security Capital's
ownership. The final version of the Act did not include this proposed
legislation, but it has been proposed in another tax bill. No assurances can be
given, however, about whether this proposal will be enacted, what form that
legislation might take and whether a similar grandfathering provision would be
included.


                                      S-7


                             SUMMARY FINANCIAL DATA

     The following table summarizes our selected consolidated financial data on
a historical basis as of and for the five years ended December 31, 2002, and as
of and for the three months ended March 31, 2003 and March 31, 2002. This
information should be read in conjunction with our consolidated financial
statements (including the related notes thereto) and management's discussion and
analysis of financial condition and results of operations incorporated by
reference in this prospectus supplement and the accompanying prospectus. This
selected consolidated financial data has been derived from our audited
consolidated financial statements, except as indicated. The selected
consolidated financial data as of and for the three months ended March 31, 2003
and 2002, in our opinion, reflect all adjustments necessary to present fairly
the data for such periods. Interim results for the three months ended March 31,
2003 are not necessarily indicative of results that can be expected for future
periods.


                                       THREE MONTHS ENDED
                                            MARCH 31,                         YEAR ENDED DECEMBER 31,
                                       --------------------   -------------------------------------------------------
                                         2003        2002       2002        2001        2000       1999        1998
                                       --------     -------   --------     -------    --------    --------   --------
                                                                                        
                                             (UNAUDITED)
                                                      (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
OPERATING DATA:
Revenues ............................  $ 97,496     $87,578   $380,203    $357,954    $336,395    $281,202   $132,866

Operating expenses ..................    46,971      41,342    184,325     168,391     153,218     126,953     66,527
Other expense (income):
  Interest expense, net of interest
    income ..........................    20,633      19,622     81,286      63,680      63,867      56,576     26,051
  (Gain) loss on sale of operating
    properties ......................        --      (1,494)    (5,267)       (699)     (4,507)        233    (10,726)
  Provision for loss on operating and
    development properties ..........                            4,369       1,595      12,995          --         --
  Other income ......................        --          --     (2,383)         --          --          --         --
                                       --------     -------   --------     -------    --------    --------   --------
  Total other expense ...............    20,633      18,128     78,005      64,576      72,355      56,809     15,325
  Income before minority interests ..    29,892      28,108    117,873     124,987     110,822      97,440     51,014
                                       --------     -------   --------     -------    --------    --------   --------

Minority interests ..................   (11,299)     (8,970)   (36,037)    (36,440)    (34,410)    (17,775)    (5,444)
                                       --------     -------   --------     -------    --------    --------   --------
  Income from continuing operations .    18,593      19,138     81,836      88,547      76,412      79,665     45,570
                                       --------     -------   --------     -------    --------    --------   --------

Income (loss) from discontinued
  operations(1) .....................      (669)      6,139     28,689      12,117      11,199      10,181      5,020
                                       --------     -------   --------     -------    --------    --------   --------
  Net income ........................    17,924      25,277    110,525     100,664      87,611      89,846     50,590
Preferred stock dividends ...........        --        (759)    (2,858)     (2,965)     (2,817)     (2,245)        --
                                       --------     -------   --------     -------    --------    --------   --------
  Net income for common
    stockholders ....................  $ 17,924     $24,518   $107,667     $97,699    $ 84,794    $ 87,601   $ 50,590
                                       ========     =======   ========     =======    ========    ========   ========

Income per common share -- basic:
  Income from continuing operations .  $   0.31     $  0.31   $   1.36     $  1.49    $   1.30    $   1.42   $   1.60
  Discontinued operations(1) ........  $  (0.01)    $  0.11   $   0.49     $  0.21    $   0.19    $   0.19   $   0.20
                                       --------     -------   --------     -------    --------    --------   --------
    Net income for common
      stockholders per share ........  $   0.30     $  0.42   $   1.85     $  1.70    $   1.49    $   1.61   $   1.80
                                       ========     =======   ========     =======    ========    ========   ========

Income per common share -- diluted:
  Income from continuing operations .  $   0.31     $  0.31   $   1.35     $  1.49    $   1.30    $   1.43   $   1.56
  Discontinued operations(1) ........  $  (0.01)    $  0.11   $   0.49     $  0.20    $   0.19    $   0.18   $   0.19
                                       --------     -------   --------     -------    --------    --------   --------
    Net income for common
      stockholders per share ........  $   0.30     $  0.42   $   1.84     $  1.69    $   1.49    $   1.61   $   1.75
                                       ========     =======   ========     =======    ========    ========   ========
                                                                            (footnotes appear on following page)


                                      S-8




                                            THREE MONTHS ENDED
                                                MARCH 31,                        YEAR ENDED DECEMBER 31,
                                       -----------------------------------------------------------------------------------
                                          2003          2002       2002        2001        2000        1999        1998
                                       ----------    ---------- ----------  ----------  ----------  ----------  ----------
                                                                                          
                                               (UNAUDITED)
                                                      (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)

OTHER DATA:
  Common stock outstanding ............      60,404      58,110     59,557      57,601      56,898      56,924     25,489
  Common units, convertible preferred
    stock(2) and Class B common
    stock outstanding .................       1,496       3,023      1,955       3,043       3,150       3,565      4,337
  Total GLA (unaudited)(3) ............      29,572      29,232     29,483      29,089      27,991      24,769     14,652
  Number of properties (at period end)
    (unaudited)(3) ....................         261         271        262         272         261         216        129
  Ratio of earnings to fixed charges
    (unaudited)(4) ....................         1.5         1.6        1.8         1.7         1.7         1.9        2.1
  Common dividends per share ..........  $     0.52      $ 0.51 $     2.04  $     2.00  $     1.92  $     1.84 $     1.76
  Funds from Operations(5) ............  $   40,328  $   39,967 $  178,954  $  168,957  $  158,794  $  140,989 $    67,121
BALANCE SHEET DATA:
  Real estate investments at cost .....  $3,168,098  $3,180,761 $3,088,914  $3,156,831  $2,943,627  $2,636,193 $1,250,332
  Total assets ........................   3,053,738   3,112,593  3,061,859   3,109,314   3,035,144   2,654,936  1,240,107
  Total debt ..........................   1,429,910   1,427,114  1,333,524   1,396,721   1,307,072   1,011,967    548,126
  Stockholders' equity ................   1,207,840   1,213,479  1,221,720   1,219,051   1,225,415   1,247,249    550,741


--------------
(1)  Discontinued operations represent properties held for sale or sold with
     which we will not have continuing involvement after disposition.

(2)  As a result of conversions to common stock, we ceased to have any
     convertible preferred stock outstanding in February 2003.

(3)  Includes properties owned by our joint ventures.

(4)  The ratios of earnings to fixed charges were computed by dividing earnings
     by fixed charges. For purposes of computing these ratios, earnings have
     been calculated by adding fixed charges (excluding capitalized interest and
     preferred distributions) to income before minority interests and gains and
     losses from the sale of operating properties and subtracting equity in
     income of investments in real estate. Fixed charges consist of interest
     costs (whether expensed or capitalized), amortization of deferred debt
     costs and preferred distributions.

(5)  We report Funds From Operations (FFO) as a supplemental earnings measure.
     We consider FFO to be an accurate benchmark to our peer group and a
     meaningful performance measurement because it excludes various items in net
     income that do not relate to or are not indicative of the operating
     performance of the ownership, management and development of real estate,
     such as depreciation and amortization. FFO is defined by the National
     Association of Real Estate Investment Trusts generally as net earnings
     (computed in accordance with GAAP), excluding real estate depreciation and
     amortization, gains, and losses from sales of properties, after adjustment
     from unconsolidated partnerships and joint ventures and excluding items
     classified by GAAP as extraordinary or unusual, along with significant
     non-recurring events. We also adjust for the payment of preferred stock
     dividends.

     The following table reconciles FFO to net income.


                                            THREE MONTHS ENDED
                                                 MARCH 31,                         YEAR ENDED DECEMBER 31,
                                            -----------------------------------------------------------------------------
                                             2003        2002       2002        2001        2000       1999        1998
                                            -------     -------   --------    --------    --------    --------    -------
                                                                                             
                                                (UNAUDITED)
                                                                       (DOLLARS IN THOUSANDS)
Net income for common stockholders ......   $17,924     $24,518   $107,667    $ 97,699    $ 84,794    $ 87,601    $50,590
Add (Less):
  Depreciation expense --
    real property .......................    17,550      15,989     65,908      60,089      55,891      46,751     23,577
  Amortization of leasing
    commissions .........................     1,692       1,209      6,029       4,750       2,887       1,261        951
  Provision for loss on operating
    properties ..........................        --          --      2,524       1,595      12,995          --         --
  Loss (gain) on sale of operating
    properties ..........................       803      (3,158)    (8,829)       (699)     (3,082)        233     (9,823)
  Preferred stock dividends .............        --         758      2,858       2,965       2,817       2,245         --
  Preferred unit issuance costs .........     1,922          --         --          --          --          --         --
  Minority interest of exchangeable
    partnership units ...................       437         651      2,797       2,558       2,492       2,898      1,826
                                            -------     -------   --------    --------    --------    --------    -------
    Funds from Operations ...............   $40,328     $39,967   $178,954    $168,957    $158,794    $140,989    $67,121
                                            =======     =======   ========    ========    ========    ========    =======


                                      S-9


                                 CAPITALIZATION

     The following table sets forth our capitalization as of March 31, 2003, as
adjusted to give effect to (i) the sale of $75,000,000 of depositary shares
representing our Series 3 preferred stock in April 2003 and application of the
net proceeds of that sale to repay outstanding indebtedness under our line of
credit and (ii) the repurchase of 4,606,880 shares from Security Capital for
$150,000,000 with borrowings under our line of credit. There can be no assurance
that such repurchase will be consummated in the amount of $150,000,000. Although
we plan to fund the $150,000,000 share repurchase in the near term by drawing on
our line of credit, over time we plan to reduce the amount so drawn through
accelerating the sale of non-core assets and additional property dispositions
through expanded joint venture activities.

     The capitalization table should be read in conjunction with our
consolidated financial statements and the related notes incorporated by
reference in this prospectus supplement and the accompanying prospectus.



                                                                                  MARCH 31, 2003
                                                                              ------------------------
                                                                                ACTUAL     AS ADJUSTED
                                                                              ----------   -----------
                                                                                   (IN THOUSANDS)
                                                                                      
Debt:
  Notes payable ...........................................................   $1,251,160    $1,251,160
  Unsecured line of credit ................................................      178,750       256,295
                                                                              ----------    ----------
    Total debt ............................................................    1,429,910     1,507,455
                                                                              ----------    ----------
Preferred units ...........................................................      302,326       302,326
Exchangeable operating partnership units ..................................       29,914        29,914
Limited partners' interest in consolidated partnerships ...................       16,358        16,358
                                                                              ----------    ----------
    Total minority interest ...............................................      348,598       348,598
                                                                              ----------    ----------

Stockholders' equity:
  Preferred stock, $.01 par value per share: 10,000,000 shares authorized;
    0 shares issued at March 31, 2003 and 300,000 issued and outstanding at
    March 31, 2003 (as adjusted) ..........................................         --          75,000(1)
  Common stock, $.01 par value per share: 150,000,000 shares authorized;
    64,383,288 issued and 60,404,451 outstanding at March 31, 2003 and
    55,797,571 outstanding at March 31, 2003 (as adjusted)(2) .............          644           644
  Additional paid in capital(2) ...........................................    1,300,181     1,147,636
  Distributions in excess of net income ...................................      (92,985)      (92,985)
                                                                              ----------    ----------
    Total stockholders' equity ............................................    1,207,840     1,130,295
                                                                              ----------    ----------

    Total capitalization ..................................................   $2,986,348    $2,986,348
                                                                              ==========    ==========

---------
(1)  Reflects the sale of $75,000 of depositary shares representing our Series 3
     preferred stock in April 2003.

(2)  The $150,000 of shares we expect to purchase from Security Capital would be
     held as treasury stock, which is a deduction from "Additional paid in
     capital." Therefore, as a result "Common Stock" is not reduced and
     "Additional paid in capital" is reduced by $152,545, which includes
     expenses related to the sale of depositary shares.



                                      S-10


                               SELLING SHAREHOLDER

     The following table sets forth information with respect to the beneficial
ownership of our common stock by Security Capital Group Incorporated and its
subsidiary.

     As of June 11, 2003 there were 60,511,537 shares of our common stock
outstanding. The amounts and percentages of common stock beneficially owned are
reported on the basis of regulations of the SEC governing the determination of
beneficial ownership of securities. Under the rules of the SEC, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power", which includes the power to dispose of or to
direct the disposition of the security. A person is also deemed to be a
beneficial owner of any securities of which that person may be deemed a
beneficial owner within 60 days. Under these rules, more than one person may be
deemed a beneficial owner of the same securities and a person may be deemed to
be a beneficial owner of securities as to which the person has no economic
interest.

     The selling shareholder is a subsidiary of Security Capital Group
Incorporated.

     Security Capital will remain the beneficial owner of the shares of our
common stock covered by the forward purchase contracts and the stock lending
arrangement unless and until its subsidiary delivers shares in accordance with
the terms of the forward purchase agreement. The subsidiary will also have the
right to settle the forward purchase contracts in cash instead of delivering
shares of our common stock. If it does so, it will continue to own the shares.

     The information in the table assumes that:

     o  the underwriters will not exercise their right to purchase additional
        shares in the stock offering or additional SynDECS in the SynDECS
        offering, and

     o  the Security Capital subsidiary will not elect to settle its obligations
        under the forward contracts in cash.


---------------------------------------------------------------------------------------------------------------------------
                                                                                                             Percentage of
                                                                                  Shares         Shares         Shares
                        Shares                                                  Underlying    Beneficially   Beneficially
                     Beneficially                                 Percentage    Securities     Owned After    Owned After
                      Owned Prior     Shares         Shares        of Shares    Expected to    Termination    Termination
                     to Stock and   Included in   Beneficially       Owned    be Sold in the   of Forward     of Forward
       Name of          SynDECS        Stock       Owned After    after Stock     SynDECS       Purchase       Purchase
  Beneficial Owner     Offerings     Offering    Stock Offering    Offering      Offering       Contracts      Contracts
--------------------------------------------------------------------------------------------------------------------------
                                                                                         
 Security Capital
 and its subsidiary   34,273,236    23,203,712    22,789,524(1)    40.8%(2)      7,200,000      3,869,524       6.9%(2)
-------------------------------------------------------------------------------------------------------------------

---------------
(1) Shares Benefically Owned After Stock Offering includes:

    o  11,720,000 shares of our common stock that are the subject of forward
       sale agreements between Security Capital and affiliates of certain of the
       underwriters named in the prospectus supplement for the stock offering;

    o  8,280,000 shares of our common stock (including up to 1,080,000 shares
       subject to an over-allotment option) that are the subject of forward
       contracts between a subsidiary of Security Capital and Citibank, N.A. and
       an affiliate of UBS Securities, LLC in connection with the SynDECS
       offering; and

    o  2,789,524 shares of our common stock subject to the over-allotment option
       granted to the underwriters in the stock offering.

(2)  Based on the number of shares outstanding as of June 11, 2003, after giving
     effect to the stock repurchase, described below.

     If the underwriters' over-allotment option described in the SynDECS
prospectus supplement is exercised in full, the maximum aggregate number of
shares deliverable would be 8,280,000 shares. If the underwriters exercise this
option in full, as well as their over-allotment option in the stock offering,
and the Security Capital subsidiary does not elect to settle the forward
purchase contracts in cash, Security Capital and its subsidiaries will own no
shares of our common stock following these transactions and the concurrent stock
offering.

     In May 2002, Security Capital became an indirect wholly-owned subsidiary of
General Electric Capital Corporation, which in turn is an indirect subsidiary of
the General Electric Company. Both General Electric Capital Services, Inc., the
parent of General Electric Capital Corporation, and its parent, the General
Electric Company, disclaim any beneficial ownership over the shares of Regency
common stock owned by Security Capital.

                                      S-11



     In a concurrent offering, which we call the stock offering, Security
Capital is offering 23,203,712 shares of our common stock (excluding up to
2,789,524 additional shares that are subject to an over-allotment option). Of
this amount, (i) 6,876,832 shares will be sold by Security Capital through the
underwriters named in that prospectus supplement, (ii) 11,720,000 shares will be
sold by the underwriters named in that prospectus supplement and are subject to
forward sale agreements between Security Capital and affiliates of certain of
the underwriters named in that prospectus supplement, and (iii) 4,606,880 shares
will be purchased by Regency directly from Security Capital.

     On June 11, 2003, we entered into a purchase and sale agreement with
Security Capital and the subsidiary to purchase up to $150,000,000 of the shares
of our common stock beneficially owned by Security Capital at the per share
offering price to the public of the shares offered in the stock offering, which
is equal to 4,606,880 shares. The amount of shares that we purchase will
decrease if Security Capital's ownership of our common stock would not be 9.8%
or less of our total outstanding common stock after consummation of the stock
offering and entering into the forward sale agreements. For the purpose of this
calculation, Security Capital is not treated as owning the shares covered by the
forward sale agreements entered into by the subsidiary in connection with the
stock offering and the concurrent offering of SynDECS or any shares subject to
the underwriters' over-allotment options that are not sold in the offerings, and
our total outstanding common stock is reduced by the assumed purchase by us of
$150,000,000 of shares of our common stock. If Security Capital's ownership
percentage would be over 15% based on this calculation we will have no
obligation to purchase shares beneficially owned by Security Capital under the
purchase and sale agreement. Assuming the consummation of the stock offering, we
will repurchase all 4,606,880 shares referred to above. The closing of the
purchase under the purchase and sale agreement will occur upon, and be subject
to, the consummation of the stock offering.

     In connection with the purchase and sale agreement, we entered into an
agreement with Security Capital pursuant to which we and Security Capital have
agreed that the Stockholders Agreement between Security Capital and us will
terminate upon the consummation of this offering, the entering into of the
forward sale agreements and our purchase of shares of our common stock from the
subsidiary pursuant to the purchase and sale agreement, provided that Security
Capital's ownership in Regency (excluding the shares subject to the forward sale
agreements) has been reduced to 15% or less of our total outstanding common
stock. Assuming this offering is consummated, the forward sale agreements are
entered into as described and we consummate the repurchase of our shares as
described, Security Capital would own less than 10% of our common stock under
this calculation prior to any exercise of the over-allotment options. Security
Capital also has agreed to vote all shares of our common stock covered by the
forward sale agreements over which it has voting power following the closing of
this offering in the same proportion as shares are voted by our other
shareholders. In addition, the agreement provides that, upon the closing under
the purchase and sale agreement, Joseph E. Parsons, an employee of General
Electric Capital Corporation, will resign from our board of directors. In the
event that Security Capital's ownership (excluding the shares subject to the
forward sale agreements) is in excess of 15% after the consummation of this
offering and our purchase of shares of our common stock from the subsidiary, the
Stockholders Agreement will not terminate, but will be amended so that it will
thereafter terminate immediately when Security Capital ceases to own 15% or more
of our total outstanding common stock.

     In order to facilitate the subsidiary's disposition of its shares of our
common stock, our board of directors adopted resolutions relating to the
ownership limits under our articles of incorporation to provide, among other
things, that Security Capital will have an ownership limit equal to 60% of our
common stock less the number of shares sold in this offering or to us pursuant
to the purchase and sale agreement, but not subtracting the shares subject to
the forward sale agreements.

     Our material relationships with Security Capital and its affiliates are
described in the accompanying prospectus under "The Selling Shareholder --
Material Relationships with Security Capital".


                                      S-12


                                   THE COMPANY

     Regency Centers completed its initial public offering in 1993 (NYSE: REG)
and is a qualified self-administered, self-managed REIT. Through a series of
strategic acquisitions in 1997, 1998 and 1999, we expanded the scope of our
operations and became a nationally-based owner, operator, and developer of
grocery-anchored retail shopping centers.

     At March 31, 2003, our assets totaled approximately $3.1 billion with 261
shopping centers in 21 states. At March 31, 2003, our GLA totaled 29.6 million
square feet and was 94.9% leased. Geographically, 20.6% of our GLA is located in
Florida, 18.1% in California, 17.3% in Texas, 8.2% in Georgia, 6.4% in Ohio, and
29.4% spread throughout 16 other states.

     We invest in retail shopping centers through Regency Centers, L.P., the
operating partnership in which we are the sole general partner and own currently
own approximately 98% of the outstanding common partnership units. Our
acquisition, development, operations and financing activity, including the
issuance of common or preferred partnership units, is generally executed by our
operating partnership, its wholly-owned subsidiaries and joint ventures with
third parties.

     Our executive offices are located at 121 West Forsyth Street, Suite 200,
Jacksonville, Florida 32202 and our telephone number is (904) 598-7000.

OPERATING AND INVESTMENT PHILOSOPHY

     Our primary operating and investment goal is to compound long-term growth
in per share earnings and total shareholder return through:

     o  focusing on a strategy of owning, operating, and developing
        grocery-anchored neighborhood shopping centers that are anchored by
        market-leading supermarkets in areas with attractive demographics,

     o  sustaining growth in the profits and intrinsic value of the operating
        portfolio by increasing net operating income from our high-quality
        centers through intense leasing and management and industry-leading
        operating systems like our premier customer initiative,

     o  recycling the proceeds from the disposition of our lower-quality
        properties and non-core developments into higher yielding,
        higher-quality new developments and acquisitions,

     o  using joint ventures to cost efficiently expand the portfolio and
        increase fee-based income,

     o  realizing value from our value-added development program,

     o  using financial management to maintain a strong balance sheet with
        access to substantial capital, and

     o  attracting and motivating a talented management team that is committed
        to achieving our strategic goals.

GROCERY-ANCHORED STRATEGY

     We focus our investment strategy on grocery-anchored retail shopping
centers that are located in attractive trade areas and are anchored by a
dominant grocer in the local market. Over 90% of our grocery-anchored centers
are anchored by one of the top three groceries in the local market. A
neighborhood center is a convenient, cost-effective distribution platform for
food retailers. We believe that grocery-anchored centers generate substantial
daily traffic and offer sustainable competitive advantages to their tenants.
This high traffic generates increased sales, driving higher occupancy, higher
rental rates, and higher rental rate growth for us -- meaning that we expect to
sustain our cash flow growth and increase the value of our portfolio over the
long term. Our principal grocer anchors report that sales in their stores in our
shopping centers have outperformed sales for their other stores.

ATTRACTIVE DEMOGRAPHICS

     Grocery-anchored centers are best located in neighborhood trade areas with
attractive demographics. The average population within three miles of our
centers is approximately 72,000 people with average household incomes in excess
of approximately $87,000 and a projected five-year population growth rate of
8.7%. The three-mile trade areas of our centers are growing nearly twice as fast
and household incomes are more than 35% greater than the national averages,
translating into more retail buying power. Once we select specific markets, we
seek the best location within the best neighborhoods, preferably occupying the
dominant corner, close to residential communities, with excellent visibility for
our tenants and easy access for neighborhood shoppers.

                                      S-13



PREMIER CUSTOMER INITIATIVE

     For the same reason we choose to anchor our centers with leading grocers,
we also seek a range of strong national, regional and local specialty tenants.
We have created a partnering process -- the premier customer initiative -- to
promote mutually beneficial relationships with our non-grocer specialty
retailers. Our objective is to build a base of specialty tenants who represent
the "best-in-class" operators in their respective merchandising categories. We
believe that these tenants reinforce the consumer appeal and other strengths of
a center's grocery-anchor, help to stabilize a center's occupancy, reduce
releasing downtime, lower tenant turnover and yield higher sustainable rents.

VALUE-ADDED DEVELOPMENT

     Development is customer-driven, meaning we generally have a signed lease
from the anchor before we purchase the land and begin construction. Developments
serve the growth needs of our grocery and specialty retail customers, result in
modern shopping centers with long-term leases from the grocery-anchors and
produce attractive returns on invested capital. Our returns on invested capital
for developments, targeted in excess of 10%, generally exceed the returns
produced by acquisitions.

CAPITAL STRATEGY

     We intend to maintain a capital structure designed to fund our growth
programs without compromising our investment-grade ratings. This approach is
founded on our self-funding capital strategy. This strategy utilizes two key
components: joint ventures and center "recycling." Joint venturing of assets
provides us with a capital source for new investments and market-based fees that
we may earn as the asset manager. Property returns plus profits from fees
generate attractive returns on our equity. Our joint venture investments are
described in more detail below. Our asset recycling strategy calls for us to
re-deploy the proceeds from the sales of outparcels, developments and low
growth, lower-quality operating properties into new higher-quality developments
and acquisitions that we expect will generate sustainable revenue growth and
more attractive returns on invested capital. Our commitment to maintaining a
high-quality portfolio dictates that we continually assess the value and
prospects of all of our properties and actively manage the portfolio with the
timely disposition of those properties that no longer meet our long-term
investment standards.

JOINT VENTURES

     We have unconsolidated investments in seven joint ventures with total
assets of $571.3 million at March 31, 2003. Of these seven, the assets of
Macquarie CountryWide-Regency, LLC and Columbia Regency Retail Partners, LLC
represent $475.8 million, or 83% of our total unconsolidated joint venture
assets. We have a 25% equity interest in Macquarie CountryWide-Regency, LLC, a
joint venture with an affiliate of Macquarie CountryWide Trust, a Sydney,
Australia-based property trust focused on investing in grocery-anchored shopping
centers. Our joint venture with Macquarie owned 15 properties, had assets of
$185.2 million and had total debt of $84.9 million as of March 31, 2003. We also
have a 20% equity interest in Columbia Regency Retail Partners, LLC, a joint
venture with the Oregon State Treasury that was formed for the purpose of
investing in retail shopping centers. Our joint venture with the Oregon State
Treasury owned 12 properties, had assets of $290.6 million and total debt of
$78.2 million as of March 31, 2003.







                                      S-14


                                   PROPERTIES

GEOGRAPHIC PROPERTY INFORMATION

     The following table sets forth information concerning our shopping centers,
including those partially owned through joint ventures, summarized by state and
in order of largest holdings, including their GLA as of March 31, 2003:

                                      NUMBER OF                       PERCENTAGE
                       LOCATION      PROPERTIES          GLA            LEASED*
                       --------      ----------       ---------       ----------
               Florida ...........       52            6,100,565           92.9%
               California ........       44            5,342,704           98.6%
               Texas .............       40            5,123,143           92.6%
               Georgia ...........       24            2,431,517           93.9%
               Ohio ..............       14            1,901,604           90.8%
               Colorado ..........       14            1,523,911           98.2%
               North Carolina ....       10            1,050,043           98.4%
               Washington ........        9              986,374           98.4%
               Oregon ............       10              896,739           93.9%
               Virginia ..........        7              854,302           99.2%
               Alabama ...........        7              644,896           93.1%
               Arizona ...........        6              525,701           95.9%
               Tennessee .........        6              444,234           97.7%
               Illinois ..........        3              408,211           94.9%
               South Carolina ....        5              339,926           99.1%
               Kentucky ..........        2              301,025           96.5%
               Michigan ..........        3              279,265           93.2%
               Delaware ..........        2              240,418           99.5%
               New Jersey ........        1               88,993             --
               Missouri ..........        1               82,498           92.9%
               Pennsylvania ......        1                6,000          100.0%
                                        ---           ----------          -----
                 Total ...........      261           29,572,069           94.9%
                                        ==            ==========          =====
--------------
* Excludes pre-stabilized properties under development








                                      S-15



DETAILED PROPERTY INFORMATION

     The following table sets forth more detailed information about our
properties including those owned through our joint ventures.


                                      GROSS
                            YEAR        YEAR       LEASABLE       PERCENT      GROCERY              DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)     ANCHOR               OTHER ANCHORS
-------------             -------- -------------- ----------    ----------     -------              -------------
                                                                          
FLORIDA

JACKSONVILLE / NORTH FLORIDA
----------------------------
Anastasia (5)               1993        1988       102,342           97.1%     Publix                    --
Bolton Plaza                1994        1988       172,938           96.5%       --             Wal-Mart, Blockbuster
Carriage Gate               1994        1978        76,833           87.6%       --                    TJ Maxx
Courtyard                   1993        1987       137,256          100.0% Albertsons (4)              Target
Fleming Island              1998        2000       136,662           96.6%     Publix                Stein Mart
Highlands Square            1998        1999       262,054           92.3%  Publix/Winn-Dixie  Eckerd, Big Lots, Bealls Outlet
Julington Village (5)       1999        1999        81,821          100.0%     Publix                    --
Lynnhaven                   2001        2001        63,871           97.8%     Publix                    --
Millhopper                  1993        1974        84,065          100.0%     Publix          Eckerd, Jo-Ann Fabrics
Newberry Square             1994        1986       180,524           97.0%     Publix           Kmart, Jo-Ann Fabrics
Ocala Corners (5)           2000        2000        86,772          100.0%     Publix                    --
Old St. Augustine Plaza     1996        1990       175,459          100.0%     Publix      Eckerd, Burlington Coat Factory
Palm Harbour                1996        1991       172,758           98.8%     Publix        Eckerd, Bealls, Blockbuster
Pine Tree Plaza             1997        1999        60,787          100.0%     Publix                    --
Regency Court               1997        1992       218,648           79.4%       --             CompUSA, Office Depot
                                                                                                  Sports Authority

US 301 & SR 100 - Starke    2000        2000        12,738          100.0%       --                    Eckerd
Vineyard (3)                2001        2001        62,821           81.6%     Publix                    --

TAMPA / ORLANDO
---------------
Beneva Village Shops        1998        1987       141,532           96.3%     Publix      Walgreen's, Ross Dress for Less
Bloomingdale Square         1998        1987       267,935           99.3%     Publix   Wal-Mart, Beall's, Blockbuster Video
Center of Seven Springs     1994        1986       162,580           38.8%   Winn-Dixie                  --
East Towne Shopping
  Center (3)                2002        2002        69,841           70.2%     Publix                    --
Kings Crossing Sun City (5) 1999        1999        75,020           98.4%     Publix                    --
Mainstreet Square           1997        1988       107,134           93.6%   Winn-Dixie              Walgreen's
Mariner's Village           1997        1986       138,940           97.3%   Winn-Dixie        Walgreen's, Blockbuster
Market Place - St.
  Petersburg                1995       1983        90,296           98.8%     Publix               Dollar World
Peachland Promenade         1995        1991        82,082           98.7%     Publix                    --
Regency Square              1993        1986       349,848           97.1%       --             TJ Maxx, AMC Theatre
  at Brandon                                                                                Staples, Michaels, Marshalls
Regency Village (3), (5)    2000        2000        83,170           89.4%     Publix                    --
Terrace Walk                1993        1990        50,936           90.2%       --        Northside Mental Health Center
Town Square                 1997        1999        44,679           99.3%       --             Pier 1 Imports, Petco
University Collections      1996        1984       106,899           98.7% Kash N Karry (4)     Eckerd, Jo-Anns Fabrics
Village Center-Tampa        1995        1993       181,110           97.1%     Publix      Walgreen's, Stein Mart, Blockbuster
Willa Springs               2000        2000        89,930           98.6%     Publix                    --

WEST PALM BEACH /
TREASURE COAST
----------------
Boynton Lakes Plaza         1997        1993       130,924           98.4%   Winn-Dixie        World Gym, Blockbuster
Chasewood Plaza             1993        1986       141,178           93.8%     Publix         Beall's, Books-A-Million
Chasewood Storage           1993        1986        42,810          100.0%       --                      --
East Port Plaza             1997        1991       235,842           55.3%     Publix        Walgreen's, Sears Homelife
Martin Downs Village Center 1993        1985       121,946           98.7%       --             Beall's, Coastal Care
Martin Downs Village
  Shoppes                   1993        1998        49,773           92.3%       --                  Walgreen's
Ocean Breeze                1993        1985       108,209           83.6%     Publix           Coastal Care, Beall's
Shops of San Marco (3), (5) 2002        2002        91,538           95.3%     Publix                    --
Town Center at Martin Downs 1996        1996        64,546          100.0%     Publix                    --
Wellington Town Square      1996        1982       105,150          100.0%     Publix                  Eckerd

                                                                                    (footnotes appear on page S-23)



                                      S-16




                                      GROSS
                            YEAR        YEAR       LEASABLE       PERCENT        GROCERY              DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)       ANCHOR               OTHER ANCHORS
-------------             -------- -------------- ----------    ----------       -------              -------------
                                                                            
MIAMI / FT. LAUDERDALE
----------------------
Aventura                    1994        1974       102,876           94.9%       Publix              Eckerd, Humana
Berkshire Commons           1994        1992       106,354           98.7%       Publix                Walgreen's
Garden Square               1997        1991        90,258           98.6%       Publix            Eckerd, Blockbuster
Palm Trails Plaza           1997        1998        76,067           97.6%     Winn-Dixie                  --
Shoppes @ 104 (5)           1998        1990       108,192           98.7%     Winn Dixie          Navarro Pharmacies
Shoppes of Pebblebrooke (5) 2000        2000        76,767          100.0%       Publix                    --
University Market Place     1993        1990       129,121           87.8%   Albertsons (4) Beverly's Pet Center, Cafe Iguana
Welleby                     1996        1982       109,949           97.1%       Publix                  Beall's

FT. MYERS / CAPE CORAL
----------------------
Grande Oaks                 2000        2000        78,784           96.4%       Publix                    --
                                                ----------         ------

Subtotal/Weighted
  Average (Florida)                              6,100,565           92.5%
                                                ----------         ------

CALIFORNIA

LOS ANGELES / SCA
-----------------
230th & Hawthorne (3)       2002        2002        13,860          100.0%         --            Stouds Linen Warehouse
Amerige Heights             2000        2000        96,679           98.5%     Albertsons               Target(4)
Campus Marketplace (5)      2000        2000       144,288           94.4%       Ralph's        Long's Drugs, Blockbuster
Costa Verde                 1999        1988       178,622          100.0%     Albertsons         Bookstar, Blockbuster
El Camino Shopping Center   1999        1995       135,883          100.0%   Von's Food & Drug         Sav-On Drugs
El Norte Parkway Plaza      1999        1984        87,990           96.4%   Von's Food & Drug              --
Friars Mission              1999        1989       146,898          100.0%       Ralph's        Long's Drugs, Blockbuster
Garden Village (5)          2000        2000       112,957           95.1%     Albertsons         Rite Aid, Blockbuster
Gelson's Westlake (3)       2002        2002        82,315           90.1%       Gelsons                   --
Heritage Plaza              1999        1981       231,222           98.9%       Ralph's       Sav-On Drugs, Ace Hardware
Hermosa Beach (3), (5)      2003        2003        13,129          100.0%         --                      --
McBean & Valencia (3)       2002        2002       180,528           93.5%         --                    Kohl's
Morningside Plaza           1999        1996        91,600          100.0%   Stater Brothers               --
Newland Center              1999        1985       166,492           99.1%     Albertsons                  --
Oakbrook Plaza              1999        1982        83,279          100.0%     Albertsons             Long's Drugs
Park Plaza (5)              2001        1991       193,529           93.1%   Von's Food & Drug   Sav-On Drugs, Petco, Ross
Plaza Hermosa               1999        1984        94,940          100.0%   Von's Food & Drug   Sav-On Drugs, Blockbuster
Rona Plaza                  1999        1989        51,754          100.0%     Food 4 Less            NAMS Pharmacy
Rosecrans & Inglewood (3)   2002        2002        12,000          100.0%         --                   CVS Drug
Santa Ana Downtown Plaza    1999        1987       100,305          100.0%     Food 4 Less      Famsa, Inc., Blockbuster
Seal Beach (5)              2002        1966        85,910          100.0%    Pavilions (4)           Sav-On Drugs
Twin Peaks                  1999        1988       198,139          100.0%     Albertsons                Target
Ventura Village             1999        1984        76,070           97.9%   Von's Food & Drug          Blockbuster
Vista Village (3)           2002        2002       129,665           68.9%         --              Krikorian Theatres
Westlake Village Plaza      1999        1975       190,525           97.5%   Von's Food & Drug   Long's Drugs, Blockbuster
Westridge Center (3)        2001        2001        87,284           91.0%     Albertsons                  --
Woodman - Van Nuys          1999        1992       107,614           95.8%       Gigante                   --

SAN FRANCISCO / NCA
-------------------
Blossom Valley              1999        1990        93,314          100.0%       Safeway              Long's Drugs
Corral Hollow (5)           2000        2000       167,118          100.0%       Safeway     Long's Drugs, Orchards Hardware
Country Club                1999        1994       111,251          100.0%       Ralph's        Long's Drugs, Blockbuster
Diablo Plaza                1999        1982        63,214          100.0%     Safeway (4)    Long's Drugs, Jo-Ann Fabrics
El Cerrito Plaza            2000        2000       256,177           94.1%     Albertsons/    Long's Drugs, Barnes & Noble
                                                                              Trader Joe's   Bed, Bath & Beyond, Ross, Petco
Encina Grande               1999        1965       102,499          100.0%       Safeway         Walgreens, Blockbuster
Gilroy (3)                  2002        2002       339,808           50.4%         --                      --
Loehmann's Plaza            1999        1983       113,310          100.0%     Safeway (4)Long's Drugs, Loehmann's, Blockbuster
Powell Street Plaza         2001        1987       165,920          100.0%    Trader Joe's Ross, Jo-Ann Fabrics, Circuit City
Prairie City Crossing       1999        1999        82,503          100.0%       Safeway                   --
San Leandro                 1999        1982        50,432          100.0%     Safeway (4)             Blockbuster
Sequoia Station             1999        1996       103,148          100.0%     Safeway (4)   Long's Drugs, Wherehouse Music
                                                                                               Barnes and Noble, Old Navy

                                                                                    (footnotes appear on page S-23)



                                      S-17




                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT        GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)       ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------       -------           -------------
                                                                          
SAN FRANCISCO / NCA
(CONTINUED)
-------------------
Slatten Ranch (3), (5)      2002        2002       206,824           73.2%         --              Target(4), Mervyn's
Strawflower Village         1999        1985        78,827          100.0%       Safeway              Long's Drugs
Tassajara Crossing          1999        1990       146,188          100.0%       Safeway       Long's Drugs, Ace Hardware
West Park Plaza             1999        1996        88,103          100.0%       Safeway          Rite Aid, Blockbuster
Woodside Central            1999        1993        80,591          100.0%         --           Marshalls, Discovery Zone
                                                 ---------       --------

Subtotal/Weighted
  Average (California)                           5,342,704           93.4%
                                                 ---------       --------

TEXAS

AUSTIN
------
Hancock Center              1999        1998       410,438           91.2%       H.E.B.          Sears, Old Navy, Petco
Market @ Round Rock         1999        1987       123,347           99.1%     Albertsons         Color Tile and Carpet
North Hills                 1999        1995       144,019           98.9%       H.E.B.              Hollywood Video

DALLAS / FT. WORTH
------------------
Arapaho Village             1999        1997       103,033           98.0%      Tom Thumb       Arapaho Village Pharmacy
Bethany Park Place          1998        1998        74,066          100.0%       Kroger                Blockbuster
Casa Linda Plaza            1999        1997       324,639           84.5%     Albertsons          Petco, Blockbuster
                                                                                                24 Hour Fitness, Colberts
Cooper Street               1999        1992       133,196          100.0%         --           Circuit City, Office Max,
                                                                                               Home Depot, Jo-Ann Fabrics

Creekside (5)               1998        1998        96,816           98.6%       Kroger                    --
Hebron Park (5)             1999        1999        46,800           94.9%   Albertsons (4)            Blockbuster
Hillcrest Village           1999        1991        14,530          100.0%         --                  Blockbuster
Keller Town Center          1999        1999       114,937           95.1%      Tom Thumb                  --
Lebanon/Legacy Center (3)   2000        2000        56,802           36.9%   Albertsons (4)                --
MacArthur Park Phase II (5) 1999        1999       198,443          100.0%       Kroger     Linens `N Things, Barnes & Noble
Main Street Center (3)      2002        2002        32,680           22.5%   Albertsons (4)                --
Market @ Preston Forest     1999        1990        90,171          100.0%      Tom Thumb                 Petco
Matlock                     2000        2000        40,139           34.5%         --                 Wal-Mart (4)
Mills Pointe                1999        1986       126,186           93.5%      Tom Thumb              Blockbuster
Mockingbird Commons         1999        1987       121,564           86.3%      Tom Thumb                  --
Northview Plaza             1999        1991       116,016           91.1%       Kroger                Blockbuster
Overton Park Plaza (5)      2001        1991       350,856           96.8%     Albertsons   Home Depot, Circuit City, TJ Maxx
                                                                                            Oshman's, Office Depot, Petsmart
Preston Brook - Frisco      1998        1998        91,274           98.5%       Kroger                    --
Preston Park                1999        1985       273,396           76.3%      Tom Thumb   Gap, Blockbuster, Williams Sonoma
Prestonwood                 1999        1999       101,024           85.9%   Albertsons (4)            Blockbuster
Rockwall (3)                2002        2002        65,644            0.0%    Tom Thumb (4)                --
Shiloh Springs              1998        1998       110,040           96.2%       Kroger                Blockbuster
Southlake - Village
 Center (5)                 1999        1998      118,092            95.7%       Kroger                Blockbuster
Southpark                   1999        1997       146,758           94.4%     Albertsons                Bealls
Trophy Club                 1999        1999       106,607           83.8%      Tom Thumb     Family Medicine, Blockbuster
Valley Ranch Centre         1999        1997       117,187           89.9%      Tom Thumb                  --

HOUSTON
-------
Alden Bridge                2002        1998       138,952          100.0%       Kroger          Walgreens, Blockbuster
Atascocita Center (3)       2002        2002        94,180           69.7%       Kroger                    --
Champions Forest            1999        1983       115,247           92.6%   Randall's Food              Eckerd
Cochran's Crossing          2002        1994       138,192          100.0%       Kroger           Eckerd , Blockbuster
Coles Center                2001        2001        42,063           93.4%  Randall's Food (4)             --
Fort Bend Market            2000        2000        30,158           63.7%     Kroger (4)                  --
Indian Springs
Center (3), (5)             2002        2002       135,977           57.5%       H.E.B.                    --
Kleinwood Center (3)        2000        2000       152,906           64.8%       H.E.B.          Walgreens, Blockbuster
Panther Creek               2002        1994       164,080           95.1%   Randall's Food  Eckerd, Sears Paint & Hardware
Sterling Ridge              2002        2000       128,643          100.0%       Kroger            Eckerd, Blockbuster
Sweetwater Plaza (5)        2001        2000       134,045           93.2%       Kroger                Walgreen's
                                                 ---------       --------

Subtotal/Weighted
  Average (Texas)                                5,123,143           88.2%
                                                 ---------       --------

                                                                                      (footnotes appear on page S-23)



                                      S-18




                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT         GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)        ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------        -------           -------------
                                                                            
GEORGIA

ATLANTA
-------
Ashford Place               1997        1993         53,450           98.6%        --                Pier 1 Imports
Briarcliff LaVista          1997        1962         39,203           89.6%        --                   Michael's
Briarcliff Village          1997        1990        187,156           99.8%      Publix  TJ Maxx, Office Depot, Petco, La-Z-Boy
Buckhead Court              1997        1984         55,229           92.5%        --                      --
Cambridge Square            1996        1979         71,699          100.0%      Kroger                    --
Cromwell Square             1997        1990         70,282           95.1%        --     CVS Drug, Haverty's, Hancock Fabrics
Cumming 400                 1997        1994        126,900           97.0%      Publix                 Big Lots
Delk Spectrum               1998        1991        100,880          100.0%      Publix                Blockbuster
Dunwoody Hall               1997        1986         89,471           99.9%      Publix                  Eckerd
Dunwoody Village            1997        1975        120,597           90.9%   Fresh Market             Walgreen's
Killian Hill Market (3)     2000        2000        113,001           85.8%      Publix                    --
Loehmann's Plaza            1997        1986        137,601           90.7%        --        Eckerd, Loehmann's, LA Fitness
Lovejoy Station (5)         1997        1995         77,336           95.6%      Publix                Blockbuster
Memorial Bend               1997        1995        177,283           92.0%      Publix                  TJ Maxx
Orchard Square (5)          1995        1987         93,222           96.1%      Publix                    --
Paces Ferry Plaza           1997        1987         61,696          100.0%        --                  Blockbuster
Powers Ferry Square         1997        1987         97,704           89.5%        --         CVS Drug, Pearl Arts & Crafts
Powers Ferry Village        1997        1994         78,996           99.9%      Publix                 CVS Drug
Rivermont Station           1997        1996         90,267          100.0%      Kroger           CVS Drug, Blockbuster
Roswell Village (5)         1997        1997        145,334           81.1%      Publix            Eckerd, Blockbuster
Russell Ridge               1994        1995         98,558          100.0%      Kroger                Blockbuster
Sandy Plains Village        1996        1992        175,035           91.9%      Kroger          Stein Mart, Blockbuster

OTHER MARKETS
-------------
LaGrange Marketplace        1993        1989         76,327           90.3%    Winn-Dixie                Eckerd
Parkway Station             1996        1983         94,290           78.8%      Kroger                    --
                                                 ----------       --------

Subtotal/Weighted
  Average (Georgia)                               2,431,517           93.5%
                                                 ----------       --------

OHIO

CINCINNATI
----------
Beckett Commons             1998        1995        121,497          100.0%      Kroger                Stein Mart
Cherry Grove                1998        1997        195,497           90.2%      Kroger          TJ Maxx, Hancock Fabric
Hyde Park Plaza             1997        1995        397,893           95.2% Kroger/Thriftway  Walgreen's, Michaels, Blockbuster
                                                                                              Barnes & Noble, Jo-Ann Fabrics
Regency Milford Center      2001        2001        108,903           88.0%      Kroger                    --
Shoppes at Mason            1998        1997         80,800           97.5%      Kroger                Blockbuster
Westchester Plaza           1998        1988         88,181          100.0%      Kroger                    --

COLUMBUS
--------
East Pointe                 1998        1993         86,524          100.0%      Kroger           Goodyear, Blockbuster
Kingsdale                   1997        1999        270,470           60.1%     Big Bear          Stein Mart, Goodyear
Kroger New Albany
  Center (5)                1999        1999         91,722           98.5%      Kroger                Blockbuster
North Gate/(Maxtown)        1998        1996         85,100          100.0%      Kroger                    --
Park Place                  1998        1988        106,833           98.8%     Big Bear               Blockbuster
Windmiller Plaza            1998        1997        120,429           97.9%      Kroger              Sears Hardware
Worthington                 1998        1991         93,095           91.2%      Kroger                Blockbuster
TOLEDO
------
Cherry Street Center        2000        2000         54,660          100.0%    Farmer Jack                 --
                                                 ----------       --------

Subtotal/Weighted
  Average (Ohio)                                  1,901,604           90.8%
                                                 ----------       --------

                                                                                    (footnotes appear on page S-23)



                                      S-19




                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT         GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)        ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------        -------           -------------
                                                                            
COLORADO

COLORADO SPRINGS
----------------
Cheyenne Meadows (5)        1998        1998        89,893           98.4%  King Soopers                 --
Jackson Creek               1998        1999        85,263          100.0%  King Soopers                 --
Woodmen Plaza               1998        1998       104,558          100.0%  King Soopers                 --

DENVER
------
Boulevard Center            1999        1986        88,511           90.4%   Safeway (4)          One Hour Optical
Buckley Square              1999        1978       111,146           95.8%  King Soopers         True Value Hardware
Centerplace of Greeley (3)  2002        2002       148,110           39.2%     Safeway     Target (4), Ross, Shoe Carnival
Crossroads Commons (5)      2001        1986       144,288          100.0%   Whole Foods    Barnes & Noble, Mann Theaters
Hilltop Village (3)         2002        2002        99,836           66.1%  King Soopers                 --
Leetsdale Marketplace       1999        1993       119,916          100.0%     Safeway               Blockbuster
Littleton Square            1999        1997        94,257           97.7%  King Soopers       Walgreens, Blockbuster
Lloyd King Center           1998        1998        83,326          100.0%  King Soopers                 --
New Windsor Marketplace (3) 2002        2002        94,950           69.0%  King Soopers                 --
Stroh Ranch                 1998        1998        93,436          100.0%  King Soopers                 --
Willow Creek Center (5)     2001        1985       166,421           97.4%     Safeway         Family Fitness, Gateway
                                                ----------        ------

Subtotal/Weighted
  Average (Colorado)                             1,523,911           88.6%
                                                ----------         ------

NORTH CAROLINA
--------------
CHARLOTTE

Carmel Commons              1997        1979       132,651           94.4%  Fresh Market  Eckerd, Blockbuster, Piece Goods
Union Square                1996        1989        97,191          100.0%  Harris Teeter       CVS Drug, Blockbuster
                                                                                                Consolidated Theatres

GREENSBORO
----------
Kernersville Marketplace    1998        1997        72,590           97.9%  Harris Teeter                --

RALEIGH / DURHAM
----------------
Bent Tree Plaza             1998        1994        79,503          100.0%     Kroger                    --
Garner Town Square          1998        1998       221,776          100.0%     Kroger      Target (4), Office Max, Blockbuster
                                                                                                 Petsmart, Home Depot (4)
                                                                                                        United Artist
Glenwood Village            1997        1983        42,864           91.8%  Harris Teeter                --
Lake Pine Plaza             1998        1997        87,691          100.0%     Kroger                Blockbuster
Maynard Crossing            1998        1997       122,814           97.8%     Kroger                Blockbuster
Southpoint Crossing         1998        1998       103,128          100.0%     Kroger                Blockbuster
Woodcroft                   1996        1984        89,835           98.4%    Food Lion              True Value
                                                ----------         ------

Subtotal/Weighted
  Average (North Carolina)                       1,050,043           98.4%
                                                ----------         ------

WASHINGTON

SEATTLE
-------
Cascade Plaza (5)           1999        1999       217,657           98.7%     Safeway    Long's Drugs, Ross, Bally Fitness
                                                                                                   Jo-Ann Fabrics
Inglewood Plaza             1999        1985        17,253          100.0%       --                      --
James Center (5)            1999        1999       140,240           95.5%    Fred Myer               Rite Aid
Padden Parkway (3)          2002        2002        54,473           96.3%   Albertsons                  --
Pine Lake Village           1999        1989       102,953          100.0%  Quality Foods       Rite Aid, Blockbuster
Sammamish Highlands         1999        1992       101,289          100.0%   Safeway (4)     Bartell Drugs, Ace Hardware
South Point Plaza           1999        1997       190,355          100.0%  Cost Cutters       Rite Aid, Office Depot,
                                                                                              Pep Boys, Pacific Fabrics
Southcenter                 1999        1990        58,282           89.7%       --                  Target (4)
Thomas Lake                 1999        1998       103,872          100.0%   Albertsons         Rite Aid, Blockbuster
                                                ----------         ------

Subtotal/Weighted
  Average (Washington)                             986,374           98.3%
                                                ----------         ------

                                                                                    (footnotes appear on page S-23)


                                      S-20




                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT         GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)        ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------        -------           -------------
                                                                            
OREGON

PORTLAND
--------
Cherry Park Market (Grmr)   1999        1997       113,518           88.6%     Safeway                   --
Hillsboro Market Center     2000        2000        67,240          100.0%   Albertsons                  --
Hillsboro Market Center
  Phase II                  2002        2002        83,126           91.0%       --              Marshalls, Petsmart
McMinnville Market
  Center (3)                2003        2003        73,913           72.6%   Albertsons                  --
Murrayhill Marketplace      1999        1988       149,214           90.2%     Safeway            Segal's Baby News
Sherwood Crossroads         1999        1999        89,189           89.0%     Safeway                   --
Sherwood Market Center      1999        1995       124,257           98.0%   Albertsons                  --
Sunnyside 205               1999        1988        53,094           96.3%       --                      --
Walker Center               1999        1987        89,609          100.0%       --            Sportmart, Blockbuster
West Hills                  1999        1998        53,579           98.1%       QFC                 Blockbuster
                                                ----------        -------

Subtotal/Weighted
  Average (Oregon)                                 896,739           92.1%
                                                ----------        -------
VIRGINIA

WASHINGTON D.C.
---------------
Ashburn Farm Market         2000        2000        92,019          100.0%      Giant                    --
Chesire Station             2000        2000        97,156           97.8%     Safeway           Petco, Blockbuster
Somerset (3)                2002        2002       108,870           64.2%  Shoppers Food Whse           --
Tall Oaks Village Center    2002        1998        69,331          100.0%      Giant                    --
Village Center at Dulles (5)2002        1991       289,602           99.2%  Shoppers Food Whse   CVS Drug, Gold's Gym, Petco

OTHER VIRGINA
-------------
Brookville Plaza (5)        1998        1991        63,664           98.1%     Kroger                    --
Statler Square              1998        1996       133,660          100.0%     Kroger             CVS Drug, Staples
                                                ----------        ------

Subtotal/Weighted
  Average (Virginia)                               854,302           94.8%
                                                ----------         ------
ALABAMA

BIRMINGHAM
----------
Southgate Village
  Shopping Center           2001        1988        75,392           96.9%     Publix                 Rite Aid
Trace Crossing
  Shopping Center (3)       2001        2001        74,130           87.2%     Publix                    --
Valleydale Village (3)      2002        2002       118,466           77.4%     Publix               Pets America
Villages of Trussville      1993        1987        59,281           73.6%     Bruno's                CVS Drug

MONTGOMERY
----------
Country Club                1993        1991        67,622           92.9%   Winn-Dixie               Rite Aid

OTHER MARKETS
-------------
Bonner's Point              1993        1985        87,282           98.6%   Winn-Dixie               Wal-Mart
Marketplace-Alexander City  1993        1987       162,723           95.7%   Winn-Dixie   Wal-Mart, Goody's Family Clothing
                                                ----------         ------

Subtotal/Weighted
  Average (Alabama)                                644,896           89.6%
                                                ----------         ------
ARIZONA

PHOENIX
-------
Carefree Marketplace        2000        2000        24,697           89.3%    Fry's (4)                  --
Palm Valley Marketplace (5) 2001        1999       107,630           98.1%     Safeway               Blockbuster
Paseo Village               1999        1998        92,399           97.5%      ABCO           Walgreens, Blockbuster
Pima Crossing               1999        1996       236,539           99.5%       --            Stein Mart, Blockbuster
                                                                                         Pier 1 Imports, Bally Total Fitness

Stonebridge Center          2000        2000        30,235           78.4%   Safeway (4)                 --
The Provinces               2000        2000        34,201           80.8%   Safeway (4)                 --
                                                ----------         ------

Subtotal/Weighted
  Average (Arizona)                                525,701           95.9%
                                                ----------         ------

                                                                                    (footnotes appear on page S-23)


                                      S-21




                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT         GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)        ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------        -------           -------------
                                                                            
TENNESSEE

NASHVILLE
---------
Harpeth Village             1997        1998        70,091          100.0%     Publix                Blockbuster
Hwy 46 & Hwy 70 (Dickson)   1998        1998        10,908          100.0%       --                    Eckerd
Nashboro Village            1998        1998        86,811           96.8%     Kroger                    --
Northlake Village           2000        1988       151,629           95.2%     Kroger              CVS Drug, Petco
Peartree Village            1997        1997       114,795          100.0%  Harris Teeter        Eckerd, Office Max
West End Avenue             1998        1998        10,000          100.0%       --                  Walgreen's
                                                ----------         ------

Subtotal/Weighted
  Average (Tennessee)                              444,234           97.7%
                                                ----------         ------

ILLINOIS

Frankfort Crossing                      2003       107,734           95.0%      Jewel                    --
Hinsdale Lake Commons       1998        1986       178,975           97.3%   Dominick's       Ace Hardware, Blockbuster
                                                                                            Murray's Party Time Supplies

Westbrook Commons           2001        1984       121,502           91.4%   Dominick's                  --
                                                ----------         ------

Subtotal/Weighted
  Average (Illinois)                               408,211           94.9%
                                                ----------         ------

SOUTH CAROLINA

Merchants Village (5)       1997        1997        79,724          100.0%     Publix                    --
Murray Landing (3)          2002        2002        64,441           78.3%     Publix                    --
Pelham Commons (3)          2002        2002        76,541           57.8%     Publix                    --
Queensborough (5)           1998        1993        82,333          100.0%     Publix                    --
Rosewood Shopping Center    2001        2001        36,887           95.1%     Publix                    --
                                                ----------         ------

Subtotal/Weighted
  Average (South Carolina)                         339,926           85.9%
                                                ----------         ------

KENTUCKY

Franklin Square             1998        1988       201,673           95.5%     Kroger     Rite Aid, JC Penney, Office Depot
                                                                                           Chakers Theatre, Pier 1 Imports

Silverlake (5)              1998        1988        99,352           98.5%     Kroger                Blockbuster
                                                ----------         ------

Subtotal/Weighted
  Average (Kentucky)                               301,025           96.5%
                                                ----------         ------

MICHIGAN

Fenton Marketplace          1999        1999        97,224           98.6%   Farmer Jack        Blockbuster, Micheals
Lakeshore                   1998        1996        85,940           89.2%     Kroger                 Rite Aid
Waterford                   1998        1998        96,101           91.3%     Kroger                    --
                                                ----------         ------

Subtotal/Weighted
  Average (Michigan)                               279,265           93.2%
                                                ----------         ------

DELAWARE

Pike Creek                  1998        1981       229,510           99.5%      Acme         Eckerd, Kmart, Blockbuster
White Oak - Dove DE         2000        2000        10,908          100.0%       --                    Eckerd
                                                ----------         ------

Subtotal/Weighted
  Average (Deleware)                               240,418           99.5%
                                                ----------         ------

NEW JERSEY

Echelon Village Plaza (3)   2000        2000        88,993           81.7%   Genuardi's                  --
                                                ----------         ------
                                                                                    (footnotes appear on page S-23)



                                      S-22





                                      GROSS
                            YEAR        YEAR      LEASABLE       PERCENT         GROCERY             DRUG STORE &
PROPERTY NAME             ACQUIRED CONSTRUCTED(1) AREA (GLA)    LEASED (2)        ANCHOR            OTHER ANCHORS
-------------             -------- -------------- ----------    ----------        -------           -------------
                                                                            
MISSOURI
St. Ann Square              1998        1986        82,498           92.9%    National           Bally Total Fitness
                                                ----------         ------

PENNSYLVANIA
Hershey - Goodyear          2000        2000         6,000          100.0%       --                      --
                                                ----------         ------

TOTAL/WEIGHTED AVERAGE                          29,572,069           92.2%
                                                ----------         ------
-------------

(1)  Or latest renovation.

(2)  Includes development properties. If development properties are excluded,
     the total percentage leased would be 94.9% for our shopping centers.

(3)  Property under development or redevelopment.

(4)  Tenant owns its own building.

(5)  Owned by a joint venture with outside investors in which our operating
     partnership or an affiliate is a partner.


                                      S-23



DEVELOPMENTS

     Our projects under construction or undergoing major renovation at March 31,
2003 are summarized as follows:

                   Number of projects:(1) .....................   31
                   Estimated gross costs:(2) ..................   $545.5 million
                   Estimated gross costs to completion: .......   $260 million
                   Percentage completed: ......................   52%
                   Percentage pre-leased: .....................   69%

--------------------
(1) Of these properties, nine are located in California and six are located in
    Texas.

(2) Before the estimated reimbursement of certain tenant-related costs
    and projected sales proceeds from adjacent land and outparcels of $112.7
    million.

TENANTS

     The following table summarizes the largest tenants occupying our shopping
centers based upon percentage of total annualized base rent exceeding .5% at
March 31, 2003. The table includes 100% of the base rent from leases and 100% of
GLA of properties owned by joint ventures.


                                                     PERCENTAGE OF                      PERCENTAGE OF
                                                         TOTAL                           ANNUALIZED      NUMBER
              TENANT                    GLA               GLA               RENT          BASE RENT     OF STORES
           -------------           ------------     --------------       -----------     -------------  ---------
                                                                                             
Kroger .........................      3,508,194           11.9%          $29,851,405          9.11%         59
Publix .........................      2,403,191            8.1%           19,768,421          6.03%         52
Safeway ........................      1,727,568            5.8%           15,260,409          4.66%         35
Albertsons .....................        966,645            3.3%            9,242,175          2.82%         17
Blockbuster ....................        395,004            1.3%            7,430,500          2.27%         71
Winn-Dixie .....................        579,493            2.0%            4,118,618          1.26%         12
H.E.B. Grocery .................        308,030            1.0%            3,865,550          1.18%          4
Hallmark .......................        224,100            0.8%            3,438,727          1.05%         53
Long's Drugs ...................        233,845            0.8%            2,771,270          0.85%         10
Walgreens ......................        238,286            0.8%            2,736,177          0.84%         17
Kohl's Department Store ........        178,213            0.6%            2,372,488          0.72%          2
Barnes & Noble .................        144,497            0.5%            2,340,442          0.71%          7
Starbucks ......................         82,532            0.3%            2,203,352          0.67%         54
Petco ..........................        131,791            0.4%            2,143,075          0.65%         10
Eckerd (JC Penney) .............        177,192            0.6%            2,036,536          0.62%         19
Mail Boxes, Etc. ...............        106,675            0.4%            1,992,232          0.61%         76
Harris Teeter ..................        183,892            0.6%            1,941,870          0.59%          4
T.J. Maxx / Marshalls ..........        242,976            0.8%            1,841,634          0.56%          9
Subway .........................         81,456            0.3%            1,764,851          0.54%         66
Shoppers Food Warehouse/
  Supervalu ....................        115,894            0.4%            1,671,710          0.51%          2
H & R Block ....................         96,567            0.3%            1,635,414          0.50%         59


     In May 2003, Kmart Corporation, previously a tenant in four of our shopping
centers, emerged from its reorganization under Chapter 11 of the U.S. Bankruptcy
Code. While under Chapter 11 bankruptcy protection, Kmart rejected two leases
representing $942,000 of annual base rent and closed both stores. We have two
other leases with Kmart representing $883,000 of our annual base rent which
Kmart did not reject. Both of these stores are open and operating. However, we
have no assurance that Kmart will be able to continue rental payments on these
two stores in the future.

     As a result of the Kmart store closing at one of our shopping centers,
combined with an earlier closing of an adjacent Winn-Dixie grocery store, we
determined that the value of this shopping center had been permanently impaired.
As a result, we recorded a provision for loss on operating properties of $2.4
million during 2002.

                                      S-24



LEASE EXPIRATIONS

     The following table sets forth, for all leases in place as of March 31,
2003, a schedule of lease expirations for the next ten years, assuming no
tenants renew their leases. The table includes 100% of minimum rent and 100% of
GLA of properties owned by joint ventures.

                                                        FUTURE     PERCENTAGE OF
            LEASE                     PERCENT OF       MINIMUM        TOTAL
         EXPIRATION                      TOTAL       RENT UNDER      MINIMUM
            YEAR        EXPIRING GLA      GLA     EXPIRING LEASES    RENT (2)
         ----------     ------------  ----------  ---------------  -------------
(1) ....................    288,021       1.1%      $  4,073,908        1.3%
2003 ...................  1,225,143       4.8%        19,514,475        6.0%
2004 ...................  2,229,056       8.7%        34,487,601       10.6%
2005 ...................  2,413,756       9.4%        36,763,838       11.3%
2006 ...................  2,659,259      10.4%        38,223,388       11.7%
2007 ...................  3,013,700      11.8%        43,601,032       13.4%
2008 ...................  1,668,059       6.5%        18,023,782        5.5%
2009 ...................    792,274       3.1%         9,343,109        2.9%
2010 ...................    925,660       3.6%        10,990,510        3.4%
2011 ...................  1,102,670       4.3%        13,772,123        4.2%
2012 ...................  1,317,847       5.2%        17,502,146        5.4%
                         ----------      ----       ------------       ----
   10 Year Total ....... 17,635,445      68.9%      $246,295,912       75.7%
                         ==========      ====       ============       ====

----------
(1)  Leased currently under month to month lease or in process of renewal.

(2)  Total minimum rent includes current minimum rent and future contractual
     rent for all properties, but excludes additional rent such as percentage
     rent, common area maintenance, real estate taxes, and insurance
     reimbursements.

                              REGENCY CENTERS DEBT

     Our outstanding debt at March 31, 2003 and December 31, 2002 consisted of
the following (in thousands):

                                               MARCH 31,    DECEMBER 31,
                                                  2003          2002
                                               ----------    ----------
         Notes Payable:

           Fixed rate mortgage loans ......    $  227,702    $  229,551
           Variable rate mortgage loans ...        24,440        24,998
           Fixed rate unsecured loans .....       999,018       998,975
         Unsecured line of credit .........       178,750        80,000
                                               ----------    ----------
           Total ..........................    $1,429,910    $1,333,524
                                               ==========    ==========

     Interest rates paid on our unsecured line of credit, which are based on
LIBOR plus .85%, were 2.225% and 2.288% at March 31, 2003 and December 31, 2002,
respectively. The spread that we pay on the line is dependent upon maintaining
specific investment grade ratings. We are required to comply, and are in
compliance with, certain financial and other covenants customary with this type
of unsecured financing. Our line of credit is used primarily to finance the
acquisition and development of real estate, but is also available for general
working capital purposes. Borrowings under our line of credit will increase if
we purchase shares of our common stock from Security Capital, although we plan
to reduce the amount so drawn over time through accelerating the sale of
non-core assets and additional property dispositions through expanded joint
venture activities. See "Recent Developments."

     Mortgage loans are secured by certain real estate properties, and may be
prepaid, but could be subject to a yield-maintenance premium. Our 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 130 basis points to 150
basis points. Fixed interest rates on mortgage loans range from 6.64% to 9.5%.

     We have outstanding the following tranches of fixed rate unsecured debt:

     o  $250 million at an interest rate of 6.75%, which was sold at 99.85% of
        face value and is due on January 15, 2012;

     o  $240 million with fixed interest rates ranging from 7.25% to 7.95%,
        which is due in 2011;

     o  $160 million with fixed interest rates ranging from 8.0% to 8.45%, which
        is due in 2010;

     o  $50 million with a fixed interest rate of 7.75%, which is due in 2009;

     o  $100 million with a fixed interest rate of 7.125%, which is due in 2005;
        and

     o  $200 million with a fixed interest rate of 7.40%, which is due in 2004.

                                      S-25



     As of March 31, 2003, scheduled principal repayments on notes payable and
our line of credit were as follows (in thousands):

        SCHEDULED          SCHEDULED       UNSECURED       TERM
    PAYMENTS BY YEAR     AMORTIZATION   LINE OF CREDIT  MATURITIES       TOTAL
    ----------------     ------------   --------------  ----------    ----------
2003 ....................  $  3,672              --     $   22,704    $   26,376
2004 ....................     5,241        $178,750        220,532       404,523
2005 ....................     4,045              --        147,746       151,791
2006 ....................     3,359              --         24,093        27,452
2007 ....................     2,768              --         25,699        28,467
2008 ....................     2,324              --         28,961        31,285
2009 ....................     2,255              --         53,090        55,345
2010 ....................     2,023              --        177,114       179,137
2011 ....................     2,173              --        239,657       241,830
2012 ....................     2,229              --        255,386       257,615
>10 years ...............     8,177              --         12,102        20,279
Net unamortized
  debt premiums .........        --              --          5,810         5,810
                           --------        --------     ----------    ----------
                           $ 38,266        $178,750     $1,212,894    $1,429,910
                           ========        ========     ==========    ==========

                                      S-26



                      SELECTED CONSOLIDATED FINANCIAL DATA

     The following table sets forth our selected consolidated financial data on
a historical basis as of and for the five years ended December 31, 2002, and as
of and for the three months ended March 31, 2003 and March 31, 2002. This
information should be read in conjunction with our consolidated financial
statements (including the related notes thereto) and management's discussion and
analysis of financial condition and results of operations incorporated by
reference in this prospectus supplement and the accompanying prospectus. This
selected consolidated financial data has been derived from our audited
consolidated financial statements, except as indicated. The selected
consolidated financial data as of and for the three months ended March 31, 2003
and 2002, in our opinion, reflect all adjustments necessary to present fairly
the data for such periods. Interim results for the three months ended March 31,
2003 are not necessarily indicative of results that can be expected in future
periods.



                                              THREE MONTHS ENDED
                                                   MARCH 31,                              YEAR ENDED DECEMBER 31,
                                             ---------------------     ------------------------------------------------------------
                                               2003         2002         2002         2001         2000         1999         1998
                                             --------     --------     --------     --------     --------     --------     --------
                                                (UNAUDITED)
                                                                                                      
                                                      (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
OPERATING DATA:
Revenues:
  Rental revenues .........................  $ 91,223     $ 84,490     $354,183     $323,020     $306,030     $258,275     $120,057
  Service operations revenue ..............     3,937        2,023       20,255       31,495       27,226       18,239       11,863
  Equity in income of investments
    in real estate partnerships ...........     2,336        1,065        5,765        3,439        3,139        4,688          946
                                             --------     --------     --------     --------     --------     --------     --------
      Total revenues ......................    97,496       87,578      380,203      357,954      336,395      281,202      132,866
                                             --------     --------     --------     --------     --------     --------     --------
Operating expenses:
  Operating, maintenance and real
    estate taxes ..........................    23,590       20,927       89,749       81,039       75,811       61,928       28,068
  General and administrative and other
    expenses ..............................     4,562        4,349       24,133       24,917       21,870       19,747       15,064
  Depreciation and amortization ...........    18,819       16,066       70,443       62,435       55,537       45,278       23,395
                                             --------     --------     --------     --------     --------     --------     --------
      Total operating expenses ............    46,971       41,342      184,325      168,391      153,218      126,953       66,527
                                             --------     --------     --------     --------     --------     --------     --------
Other expense (income):
  Interest expense, net of interest
    income ................................    20,633       19,622       81,286       63,680       63,867       56,576       26,051
                                             --------     --------     --------     --------     --------     --------     --------
  (Gain) loss on sale of operating
    properties ............................        --       (1,494)      (5,267)        (699)      (4,507)         233      (10,726)
  Provision for loss on operating and
    development properties ................     4,369        1,595       12,995           --           --
Other income ..............................        --           --       (2,383)          --           --           --           --
                                             --------     --------     --------     --------     --------     --------     --------
      Total other expense .................    20,633       18,128       78,005       64,576       72,355       56,809       15,325
      Income before minority interests ....    29,892       28,108      117,873      124,987      110,822       97,440       51,014
                                             --------     --------     --------     --------     --------     --------     --------
Minority interest preferred unit
   distributions ..........................   (10,782)      (8,368)     (33,475)     (33,475)     (29,601)     (12,368)      (3,358)
Minority interest of exchangeable
   partnership units ......................      (453)        (493)      (2,070)      (2,244)      (2,177)      (2,552)      (1,622)
Minority interest of limited partners .....       (64)        (109)        (492)        (721)      (2,632)      (2,855)        (464)
                                             --------     --------     --------     --------     --------     --------     --------
  Income from continuing operations .......    18,593       19,138       81,836       88,547       76,412       79,665       45,570
Discontinued operations, net(1):
  Operating income from discontinued
    operations ............................       (42)       4,433        9,985       12,117       11,199       10,181        5,020
  Gain on sale of operating properties
    and properties in development .........      (627)       1,706       18,704           --           --           --           --
                                             --------     --------     --------     --------     --------     --------     --------
  Income from discontinued
    operations(1) .........................      (669)       6,139       28,689       12,117       11,199       10,181        5,020
                                             --------     --------     --------     --------     --------     --------     --------
  Net income ..............................    17,924       25,277      110,525      100,664       87,611       89,846       50,590
Preferred stock dividends .................        --         (759)      (2,858)      (2,965)      (2,817)      (2,245)          --
                                             --------     --------     --------     --------     --------     --------     --------
  Net income for common stockholders ......  $ 17,924     $ 24,518     $107,667     $ 97,699     $ 84,794     $ 87,601     $ 50,590
                                             ========     ========     ========     ========     ========     ========     ========

                                                                                                (FOOTNOTES APPEAR ON FOLLOWING PAGE)


                                      S-27





                                                   THREE MONTHS ENDED
                                                        MARCH 31,                           YEAR ENDED DECEMBER 31,
                                                 -----------------------  ----------------------------------------------------------
                                                    2003         2002        2002        2001        2000        1999        1998
                                                 ----------   ----------  ----------  ----------  ----------  ----------  ----------
                                                       (UNAUDITED)
                                                                                                     
                                                               (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
Income per common share - basic:
  Income from continuing operations ...........  $     0.31   $     0.31  $     1.36  $     1.49  $     1.30  $     1.42  $     1.60
  Discontinued operations(1) ..................  $    (0.01)  $     0.11  $     0.49  $     0.21  $     0.19  $     0.19  $     0.20
                                                 ----------   ----------  ----------  ----------  ----------  ----------  ----------
    Net income for common stockholders
      per share ...............................  $     0.30   $     0.42  $     1.85  $     1.70  $     1.49  $     1.61  $     1.80
                                                 ==========   ==========  ==========  ==========  ==========  ==========  ==========
Income per common share - diluted:
  Income from continuing operations ...........  $     0.31   $     0.31  $     1.35  $     1.49  $     1.30  $     1.43  $     1.56
  Discontinued operations(1) ..................  $    (0.01)  $     0.11  $     0.49  $     0.20  $     0.19  $     0.18  $     0.19
                                                 ----------   ----------  ----------  ----------  ----------  ----------  ----------
    Net income for common stockholders
      per share ...............................  $     0.30   $     0.42  $     1.84  $     1.69  $     1.49  $     1.61  $     1.75
                                                 ==========   ==========  ==========  ==========  ==========  ==========  ==========
OTHER DATA:
  Common stock outstanding ....................      60,404       58,110      59,557      57,601      56,898      56,924      25,489
  Common units, convertible preferred stock(2)
    and Class B common stock outstanding ......       1,496        3,023       1,955       3,043       3,150       3,565       4,337
  Total GLA (unaudited)(3) ....................      29,572       29,232      29,483      29,089      27,991      24,769      14,652
  Number of properties
    (at period end) (unaudited)(3) ............         261          271         262         272         261         216         129
  Ratio of earnings to fixed
    charges (unaudited)(4) ....................         1.5          1.6         1.8         1.7         1.7         1.9         2.1
  Common dividends per share ..................  $     0.52   $     0.51  $     2.04  $     2.00  $     1.92  $     1.84  $     1.76
  Funds from Operations(5) ....................  $   40,328   $   39,967  $  178,954  $  168,957  $  158,794  $  140,989  $   67,121

BALANCE SHEET DATA:
  Real estate investments at cost .............  $3,168,098   $3,180,761  $3,088,914  $3,156,831  $2,943,627  $2,636,193  $1,250,332
  Total assets ................................   3,053,738    3,112,593   3,061,859   3,109,314   3,035,144   2,654,936   1,240,107
  Total debt ..................................   1,429,910    1,427,114   1,333,524   1,396,721   1,307,072   1,011,967     548,126
  Stockholders' equity ........................   1,207,840    1,213,479   1,221,720   1,219,051   1,225,415   1,247,249     550,741


----------
(1)  Discontinued operations represent properties held for sale or sold with
     which we will not have continuing involvement after disposition.

(2)  As a result of conversions to common stock, we ceased to have any
     convertible preferred stock outstanding in February 2003.

(3)  Includes properties owned by our joint ventures.

(4)  The ratios of earnings to fixed charges were computed by dividing earnings
     by fixed charges. For purposes of computing these ratios, earnings have
     been calculated by adding fixed charges (excluding capitalized interest and
     preferred distributions) to income before minority interests and gains and
     losses from the sale of operating properties and subtracting equity in
     income of investments in real estate. Fixed charges consist of interest
     costs (whether expensed or capitalized), amortization of deferred debt
     costs and preferred distributions.

(5)  We report Funds From Operations (FFO) as a supplemental earnings measure.
     We consider FFO to be an accurate benchmark to our peer group and a
     meaningful performance measurement because it excludes various items in net
     income that do not relate to or are not indicative of the operating
     performance of the ownership, management and development of real estate,
     such as depreciation and amortization. FFO is defined by the National
     Association of Real Estate Investment Trusts generally as net earnings
     (computed in accordance with GAAP), excluding real estate depreciation and
     amortization, gains, and losses from sales of properties, after adjustment
     from unconsolidated partnerships and joint ventures and excluding items
     classified by GAAP as extraordinary or unusual, along with significant
     non-recurring events. We also adjust for the payment of preferred stock
     dividends.

     The following table reconciles FFO to net income.



                                                       THREE MONTHS ENDED
                                                            MARCH 31,                          YEAR ENDED DECEMBER 31,
                                                       ------------------    ------------------------------------------------------
                                                         2003       2002       2002        2001        2000        1999       1998
                                                       --------   -------    --------    --------    --------    --------   -------
                                                      (UNAUDITED)
                                                                                                       
                                                                                (DOLLARS IN THOUSANDS)
Net income for common stockholders ..................   $17,924   $24,518    $107,667    $ 97,699    $ 84,791    $ 87,601   $50,590
Add (Less):
  Depreciation expense-- real property ..............    17,550    15,989      65,908      60,089      55,891      46,751    23,577
  Amortization of leasing commissions ...............     1,692     1,209       6,029       4,750       2,887       1,261       951
  Provision for loss on operating properties ........        --        --       2,524       1,595      12,995          --        --
  Loss (gain) on sale of operating properties .......       803    (3,158)     (8,829)       (699)     (3,082)        233    (9,823)
  Preferred stock dividends .........................        --       758       2,858       2,965       2,817       2,245        --
  Preferred unit issuance costs .....................     1,922        --          --          --          --          --        --
  Minority interest of exchangeable
    partnership units ...............................       437       651       2,797       2,558       2,492       2,898     1,826
                                                        -------   -------    --------    --------    --------    --------   -------
    Funds from Operations ...........................   $40,328   $39,967    $178,954    $168,957    $158,794    $140,989   $67,121
                                                        =======   =======    ========    ========    ========    ========   =======


                                      S-28



                      HISTORICAL STOCK PRICES AND DIVIDENDS

     Our common stock is traded on the New York Stock Exchange under the symbol
"REG". We currently have approximately 4,000 common shareholders. The following
table sets forth the high and low prices and the cash dividends declared on our
common stock by quarter for the first two quarters of 2003 and for 2002 and
2001.



                                        2003                             2002                             2001
                           ------------------------------   ------------------------------   ------------------------------
                                                  CASH                             CASH                             CASH
      QUARTER               HIGH        LOW     DIVIDENDS    HIGH        LOW     DIVIDENDS    HIGH        LOW     DIVIDENDS
       ENDED                PRICE      PRICE    DECLARED     PRICE      PRICE    DECLARED     PRICE      PRICE    DECLARED
      -------              ------     ------    ---------   ------     ------    ---------   ------     ------    ---------
                                                                                         
March 31 ...............   $33.53     $30.40      $0.52     $29.50     $26.88      $0.51     $25.00     $22.63      $0.50
June 30* ...............    35.72      32.41       0.52      31.03      27.82       0.51      25.56      23.00       0.50
September 30 ...........                                     31.85      25.22       0.51      26.35      22.72       0.50
December 31 ............                                     32.40      28.92       0.51      27.75      24.51       0.50


----------
*Through June 18, 2003.

     We currently intend to pay regular quarterly distributions to our common
stockholders. However, future distributions will be declared and paid at the
discretion of our board of directors, and will depend upon cash generated by
operating activities, our financial condition, capital requirements, annual
distribution requirements under the REIT provisions of the Internal Revenue
Code, and such other factors as the board of directors deems relevant. We
anticipate that for the foreseeable future, cash available for distribution will
be greater than earnings and profits due to non-cash expenses, primarily
depreciation and amortization, to be incurred by us.

     Under our line of credit, distributions may not exceed 95% of funds from
operations ("FFO") based on the immediately preceding four quarters. FFO is
defined in accordance with the NAREIT definition as described in our
consolidated financial statements. Also, in the event of any monetary default,
we may not make distributions to shareholders.

     Our distributions to the extent of our current and accumulated earnings and
profits for federal income tax purposes will be taxable to shareholders at
ordinary income rates and not at the reduced rates for dividends that the Jobs
and Growth Tax Relief Reconciliation Act of 2003 enacted for 2003 through 2008,
unless designated by us as capital gains dividends or qualified dividend income.
Distributions that are treated as dividends may be taxed at capital gains rates,
rather than ordinary income rates, if they are distributed to a non-corporate
taxpayer, are designated by us as qualified dividend income and certain other
requirements are satisfied. Dividends are eligible to be designated by us as
qualified dividend income up to an amount equal to the sum of the qualified
dividend income received by us during the year of the distribution from other C
corporations (including our taxable REIT subsidiary), our "undistributed" REIT
taxable income from the immediately preceding year and our income attributable
to the sale of a built-in-gain asset from the immediately preceding year
(reduced by any federal income taxes that we paid with respect to such REIT
taxable income and built-in gain.)

     Distributions in excess of earnings and profits generally will be treated
as a non-taxable return of capital. Such distributions have the effect of
deferring taxation until the sale of a shareholder's common stock.

     In order to maintain our qualification as a REIT, we must make annual
distributions to shareholders of at least 90% of our taxable income. Under
certain circumstances, which management does not expect to occur, we could be
required to make distributions in excess of cash available for distributions in
order to meet such requirements.

     We currently maintain a dividend reinvestment and stock purchase plan which
enables our shareholders to automatically reinvest distributions, as well as
make voluntary cash payments towards the purchase of additional shares.

                                      S-29



                        EXECUTIVE OFFICERS AND DIRECTORS

     Information concerning our executive officers and directors is set forth
below.

NAME OF DIRECTORS        AGE                       POSITIONS
-----------------        ---                       ---------
Martin E. Stein, Jr.     50    Chairman of the Board and Chief Executive Officer
Mary Lou Fiala           51          President and Chief Operating Officer
Bruce M. Johnson         55      Managing Director and Chief Financial Officer
Raymond L. Bank          49                        Director
C. Ronald Blankenship    53                        Director
A.R. Carpenter           61                        Director
J. Dix Druce Jr.         55                        Director
Douglas S. Luke          61                        Director
Joseph E. Parsons        46                        Director
John C. Schweitzer       58                        Director
Thomas G. Wattles        51                        Director
Terry N. Worrell         58                        Director


MARTIN E. STEIN, JR.

     Mr. Stein is Chairman of the Board and Chief Executive Officer of Regency
Centers. He served as President of Regency Centers from its initial public
offering in October 1993 until December 31, 1998. Mr. Stein also served as
President of Regency Centers' predecessor real estate division since 1981, and
Vice President from 1976 to 1981. He is a director of Florida Rock Industries,
Inc., a publicly held producer of construction aggregates, Patriot
Transportation Holding, Inc., a publicly held transportation and real estate
company, and Stein Mart, Inc., a publicly held upscale discount retailer.

MARY LOU FIALA

     Ms. Fiala has served as a director of Regency Centers since 1997. Ms. Fiala
became President and Chief Operating Officer in January 1999. Before joining
Regency Centers she was Managing Director -- Security Capital U.S. Realty
Strategic Group from March 1997 to January 1999. Ms. Fiala was Senior Vice
President and Director of Stores, New England -- Macy's East/Federated
Department Stores from 1994 to March 1997. From 1976 to 1994, Ms. Fiala held
various merchandising and store operations positions with Macy's/Federated
Department Stores. Ms. Fiala is a member of the board of trustees of the
International Council of Shopping Centers and the University of North Florida
Foundation.

BRUCE M. JOHNSON

     Mr. Johnson has been Managing Director and Chief Financial Officer of
Regency Centers since its initial public offering in October 1993. Mr. Johnson
also served as Executive Vice President of Regency Centers' predecessor real
estate division since 1979. He is chairman of the board of Brooks Rehabilitation
Hospital, a private not for profit rehabilitation hospital, and a director of
its private parent company, Brooks Health Systems.

RAYMOND L. BANK

     Mr. Bank has served as a director of Regency Centers since 1997. Mr. Bank
has been President and Chief Operating Officer of Merchant Development
Corporation, a venture capital and buy-out firm focusing on consumer retail,
direct marketing, and service companies, since 1994. He has also served as
President of Raymond L. Bank Associates, Inc., a consulting firm serving a
diverse clientele in corporate development, retail, and direct marketing
strategies, since 1991. He is a director of OfficeMax, Inc.

C. RONALD BLANKENSHIP

     Mr. Blankenship has served as a director of Regency Centers since 2001. Mr.
Blankenship has been Vice Chairman of Security Capital since May 1998; we
anticipate that, simultaneously with the closing of this offering, he will
terminate his employment with Security Capital. He was Chief Operating Officer
of Security Capital from 1998 to May 2002 and Managing Director from 1991 until
May 1998. Prior to June 1997, he was the Chairman of Archstone Communities
Trust. Mr. Blankenship was formerly a trustee of ProLogis Trust, and was
formerly a director of BelmontCorp, InterPark Holdings Incorporated, Storage
USA, Inc. and Macquarie Capital Partners, LLC. He also served as Interim
Chairman, Chief Executive Officer and director of Homestead Village Incorporated
from May 1999 until November 2001.

                                      S-30



A. R. CARPENTER

     Mr. Carpenter has served as a director of Regency Centers since 1993. Mr.
Carpenter was formerly Vice Chairman of CSX Corporation, a position he held from
July 1999 to February 2001. From 1962 until February 2001, he held a variety of
positions with CSX, including President and Chief Executive Officer (from 1992
to July 1999) and Executive Vice President-Sales and Marketing (from 1989 to
1992) of CSX Transportation, Inc. Mr. Carpenter is a director of Florida Rock
Industries, Inc. and Stein Mart, Inc.

J. DIX DRUCE, JR.

     Mr. Druce has served as a director of Regency Centers since 1993. Mr. Druce
has been President and Chairman of the Board of National P.E.T. Scan, LLC since
June 2000. From 1988 until 2000, he served as President and Chairman of the
Board of Life Service Corp., Inc., a life insurance management company, and
President and director of American Merchants Life Insurance Company and its
parent, AML Acquisition Company, from October 1992 until the companies' sale in
2000. He was President and director (Chairman from May 1989 to July 1991) of
National Farmers Union Life Insurance Company from 1987 to 1991, and President
and director of Loyalty Life Insurance Company and NFU Acquisition Company from
1987 to 1991. Mr. Druce is a director of Florida Rock Industries, Inc.

DOUGLAS S. LUKE

     Mr. Luke has served as a director of Regency Centers since 1993. Mr. Luke
is President and Chief Executive Officer of HL Capital, Inc., a personal
management and investment company. Mr. Luke was President and Chief Executive
Officer of WLD Enterprises, Inc., a Ft. Lauderdale, Florida-based diversified
private investment and management company with interests in securities, real
estate and operating businesses, from 1991 to 1998. From 1987 to 1990 he was
Managing Director of Rothschild Inc./Rothschild Ventures. He is director of
MeadWestvaco Corporation, a diversified paper and chemicals manufacturing
company.

JOSEPH E. PARSONS(1)

     Mr. Parsons has been a director of Regency Centers since 2002. Mr. Parsons
is President -- North America Equity Holdings of GE Real Estate, the commercial
real estate lending and investing business of General Electric's GE Commercial
Finance division. Prior to joining GE Real Estate, from July 2000 to February
2002, Mr. Parsons was President and Chief Executive Officer of GE Equity, the
global private equity investment business of General Electric. Mr. Parsons was
President and Chief Executive Officer, e-Business, GE Capital from November 1999
to July 2000, and Vice President and Manager, Business Development, Office of
the CEO of GE Capital from January 1999 to November 1999. Mr. Parsons was Vice
President, Business Development, EVP Office of GE Capital from November 1997 to
January 1999.

JOHN C. SCHWEITZER

     Mr. Schweitzer has been a director of Regency Centers since 1999 and
currently serves as its lead director. Mr. Schweitzer was a member of Pacific
Retail Trust's board of trustees before its merger into Regency Centers in
February 1999. He is President of Westgate Corporation and Managing Partner of
Campbell Capital, Ltd., which holds investments in real estate and venture
capital operations. Mr. Schweitzer is a trustee of Archstone Smith Communities
Trust, and a director of J.P. Morgan Chase Bank of Texas-Austin and KLRU Austin
Public Television. He previously served as a director or officer of a number of
public companies and financial institutions, including Franklin Federal Bancorp,
Elgin Clock Company, El Paso Electric Company, MBank El Paso, the Circle K
Corporation, Homestead Village Incorporated and Enerserv Products.

THOMAS G. WATTLES

     Mr. Wattles has been a director of Regency Centers since 2001. Mr. Wattles
has been Chairman and Chief Investment Officer of Dividend Capital Trust, an
industrial property private REIT, since March 2003 and Principal of Black Creek
Group, a real estate investment management firm, since February 2003. He served
as Managing Director of Security Capital from 1991 to 2002 and as a trustee of
ProLogis Trust from 1993 to May 2002. He was a director of ProLogis' predecessor
from its formation in 1991, and was Non-Executive Chairman of ProLogis from
March 1997 to May 1998. Mr. Wattles was Co-Chairman and Chief Investment Officer
of ProLogis and its former REIT Manager from November 1993 to March 1997, and
director of the former REIT Manager from June 1991 to March 1997.

----------
(1)  Mr. Parsons was nominated to the board as a designee of Security Capital
     and will resign from our board upon completion of the stock offering and
     the purchase by us of our shares from Security Capital.

                                      S-31



TERRY N. WORRELL

     Mr. Worrell has been a director of Regency Centers since 1999. Mr. Worrell
was a member of Pacific Retail Trust's board of trustees before its merger into
Regency Centers in February 1999. He is a private investor in commercial
properties and other business ventures. Mr. Worrell is a director of Titanium
Metals Corporation, a producer of titanium products. From 1974 to 1989 he was
President and CEO of Sound Warehouse of Dallas, Inc. prior to its purchase by
Blockbuster Music.



                                      S-32



                              PLAN OF DISTRIBUTION

     In connection with this offering, Security Capital has advised us that its
subsidiary that owns the shares offered under this prospectus supplement has
entered into forward purchase contracts with Citibank, N.A., an affiliate of
Citigroup Global Markets Inc., and UBS AG, London Branch, an affiliate of UBS
Securities LLC. Under the forward purchase contracts, the Security Capital
subsidiary has agreed to deliver 4,200,000 shares of our common stock to UBS AG,
London Branch in mid-2004 and 3,000,000 shares of our common stock (plus up to
1,080,000 shares in connection with the over-allotment option relating to the
concurrent offering) to Citibank during the first half of 2004. The initial
forward price under the forward purchase contracts is $30.92 per share, and the
contracts provide that the initial forward price is subject to increase based on
a floating interest factor and subject to decrease for dividends having a record
date after the date of the consummation of the SynDECS offering and prior to the
date of settlement. The number of shares of our common stock deliverable under
these contracts is equal to the aggregate number of shares deliverable upon
maturity of the $234,432,000 aggregate principal amount (up to $269,596,800
aggregate principal amount if the underwriters' over-allotment option is
exercised in full) of SynDECS to be issued by CGMHI and purchased by the
underwriters under an underwriting agreement plus the number of shares that
CGMHI may be required to deliver under a residual share agreement that it will
enter into with an affiliate concurrently with its issuance of the SynDECS. The
Security Capital subsidiary will also enter into a stock lending arrangement
under which an affiliate of Citibank, N.A. may borrow the shares in connection
with these arrangements. Benefits received from the relationships described
above may constitute underwriting compensation.

     Concurrently with the issuance of the SynDECS and the residual share
agreement by CGMHI, the CGMHI affiliate may engage in short sales pursuant to
this prospectus supplement to hedge its position under the residual share
agreement, and may deliver shares of our common stock to settle such short sales
or to close out stock loans incurred in connection with its short positions. The
affiliate expects to sell short on or about the issuance date of the SynDECS
approximately 1,500,000 shares as a hedge of its position under the residual
value agreement.

     In connection with the offering of SynDECS and this offering of our common
stock, Citigroup Global Markets Inc. on behalf of the underwriters for the
SynDECS offering may purchase and sell SynDECS and shares of our common stock in
the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater amount of SynDECS or our
common stock than they are required to purchase from CGMHI, and in such case the
underwriters may purchase SynDECS or our common stock in the open market
following completion of the offering to cover all or a portion of their short
position. The underwriters may also cover all or a portion of such short
position in the SynDECS, up to 1,080,000 SynDECS, by exercising the
underwriters' over-allotment option (with a corresponding increase in the
forward purchase contract between Citibank, N.A. and the Security Capital
subsidiary of up to 1,080,000 shares of our common stock) referred to above.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the SynDECS
or our common stock while the offering is in progress. In addition, the
underwriters may impose penalty bids. This occurs when a particular underwriter
repays to the underwriters a portion of the underwriting discount received by it
because the underwriters have repurchased SynDECS or our common stock sold by or
for the account of that underwriter in stabilizing or short-covering
transactions. Any of the activities by the underwriters described in this
paragraph may stabilize, maintain or otherwise affect the market price of the
SynDECS or our common stock. As a result, the price of the SynDECS or our common
stock may be higher than the price that otherwise might exist in the open
market. The underwriters may effect these transactions on the New York Stock
Exchange, in the over-the-counter market or otherwise. If these activities are
commenced, they may be discontinued by the underwriters at any time.

     Security Capital will pay the underwriters commissions of $0.9768 per
SynDECS in connection with the SynDECS offering.The underwriters have agreed to
reimburse Security Capital for certain of its expenses incurred in connection
with the SynDECS offering.

     We estimate that our expenses for this offering will be $40,000.

     We and Security Capital have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make in respect of
those liabilities.

     We and certain of our executive officers and directors have agreed, with
exceptions, not to offer, sell, contract to sell otherwise dispose of, or
transfer, any common stock or warrants, rights, options or other securities
convertible into or exchangeable for common stock for 90 days after the date of
this prospectus without first obtaining the written consent of the underwriters
and us.

                                      S-33



     Security Capital has agreed that for a period of up to 90 days after the
date of this prospectus supplement, it will not engage in any transactions
directly or indirectly involving its remaining shares of our common stock, or
any securities the value of which, in whole or in part, relates to or is based
upon, or which is exchangeable for or convertible into, in whole or in part, its
remaining shares of our common stock, including a security exchangeable into our
common stock, any derivative security of our common stock or any other type of
security in a monetization transaction of Security Capital's remaining common
stock. Notwithstanding the foregoing, Security Capital may participate in the
concurrent common stock offering and the SynDECS offering and may enter into the
various forward purchase contracts and related arrangements with respect to our
common stock described elsewhere in this prospectus supplement and the
prospectus supplement relating to the SynDECS.

     This prospectus supplement and the accompanying prospectus in electronic
format may be made available on websites maintained by the underwriters for the
SynDECS offering.

     In the ordinary course of their businesses, Citigroup Global Markets Inc.
and its affiliates and the other underwriters in the SynDECS offering may have
engaged in and may in the future engage in commercial and investment banking
transactions with us, Security Capital and our and their respective affiliates,
for which Citigroup and its affiliates and the other underwriters in the SynDECS
offering have received or may receive customary compensation. Citigroup and the
other underwriters in the SynDECS offering are also acting as an underwriter in
the concurrent offering of our common stock by Security Capital. See "Selling
Shareholder."

                                      S-34



                                     EXPERTS

     The consolidated financial statements and schedule of Regency Centers
Corporation as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, have been incorporated by reference
in this prospectus supplement and in the registration statement of which this
prospectus supplement forms a part in reliance upon the reports of KPMG LLP,
independent accountants, also incorporated by reference in this prospectus
supplement, and upon the authority of said firm as experts in accounting and
auditing. The audit report covering the December 31, 2002 financial statements
refers to the Company's adoption of Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long Lived Assets."

                            VALIDITY OF COMMON STOCK

     The validity of the shares offered hereby will be passed upon for us by
Foley & Lardner, Jacksonville, Florida. Attorneys with Foley & Lardner
representing Regency Centers with respect to this offering beneficially owned
approximately 7,800 shares of common stock of Regency Centers as of the date of
this prospectus supplement. The validity of the shares offered hereby will be
passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New York,
who may rely on the advice of Foley & Lardner as to matters related to Florida
law. Sullivan &Cromwell LLP has from time to time represented our independent
directors.

                                      S-35



PROSPECTUS
34,273,236 SHARES

                                                REGENCY CENTERS CORPORATION
                                                121 W. FORSYTH STREET, SUITE 200
                                                JACKSONVILLE, FLORIDA 32202
                                                (904) 598-7000

                      -----------------------------------
     This prospectus relates to the public offering from time to time of up to
34,273,236 shares of common stock by Security Capital Group Incorporated and its
affiliates or their permitted transferees. We are registering these shares for
offer and sale as required under the terms of a registration rights agreement
between Security Capital and us. Our registration of the offered shares does not
mean that Security Capital will offer or sell any of the shares. We will not
receive any proceeds from the sale of the shares.

     Security Capital may sell shares to or through underwriters, and also to
other purchasers or through agents. The names of the underwriters will be set
forth in a prospectus supplement.

     Our common stock is listed on the New York Stock Exchange under the symbol
"REG." The last reported sales price for our common stock on the New York Stock
Exchange on May 19, 2003 was $33.65 per share.

                      -----------------------------------

                  INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 2.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the common stock or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

























May 28, 2003


                                     SUMMARY

                                   THE ISSUER

     We are a real estate investment trust which acquires, owns, develops and
manages grocery-anchored shopping centers in target markets in the United
States. Our common stock is traded on the New York Stock Exchange.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http//www.sec.gov. We also maintain a web site at
www.regencycenters.com.

     This prospectus is part of a registration statement we filed with the SEC,
covering the securities offered hereby. The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. We refer you
to the registration statement, the exhibits, financial statements and schedules
thereto for further information. This prospectus is qualified in its entirety by
such other information. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any documents we file in the future
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholder sells all of the shares
covered by this prospectus (but we do not incorporate by reference any documents
that we furnish to but that are not deemed filed with the SEC):

     o Our annual report on Form 10-K for the fiscal year ended December 31,
       2002;

     o Our quarterly report on Form 10-Q for the quarter ended March 31, 2003;
       and

     o Our current report on Form 8-K dated April 10, 2003.

     The Securities and Exchange Commission has assigned file number 1-12298 to
reports and other information that we file with the Securities and Exchange
Commission.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                                         Ms. Diane Ortolano
                                         Shareholder Communications
                                         Regency Centers Corporation
                                         121 W. Forsyth Street
                                         Suite 200
                                         Jacksonville, FL 32202
                                         (904) 598-7675

     You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

     When we say "we," "our," "us" or "Regency," we mean Regency Centers
Corporation and its consolidated subsidiaries, except where we make it clear
that we mean only the parent company. When we say "you," without any further
specification, we mean any party to whom this prospectus is delivered, including
a holder in street name.

                           FORWARD-LOOKING INFORMATION

     Some of the matters discussed in this prospectus include forward-looking
statements based on current expectations, estimates, forecasts and projections,
beliefs and assumptions made by our management. You can identify these
forward-looking statements by the use of words like "strategy," "expects,"
"plans," "believes,"



                                       1


"will," "estimates," "intends," "projects," "goals," "targets," "anticipating,"
"hope" and other words of similar meaning. You can also identify them by the
fact that they do not relate strictly to historical or current facts.

     Even though we believe our expectations regarding future events are based
on reasonable assumptions, forward-looking statements are not guarantees of
future performance. In evaluating these statements, you should specifically
consider various risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Certain of such risks and uncertainties include
those listed under the caption "Risk Factors" and those indicated from time to
time in our filings with the Securities and Exchange Commission, many of which
are beyond our ability to control or predict. You are cautioned not to unduly
rely on these forward-looking statements when evaluating the information
included or incorporated by reference into this prospectus.

     These forward-looking statements speak only as of the date of this
prospectus. We undertake no obligation to review or revise any particular
forward-looking statements included or incorporated by reference in this
prospectus to reflect events, conditions or circumstances occurring after the
date of this prospectus or to reflect the occurrence of unanticipated events.

                                  RISK FACTORS

     The following contains a description of the material risks involved in an
investment in our common stock.

OUR DEBT FINANCING MAY REDUCE DISTRIBUTIONS TO SHAREHOLDERS.

     We do not expect to generate sufficient funds from operations to make
balloon principal payments when due on our debt. If we are unable to refinance
our debt on acceptable terms, we might be forced to dispose of properties, which
might result in losses, or to obtain financing at unfavorable terms. Either
could reduce the cash flow available for distributions to shareholders. In
addition, if we cannot make required mortgage payments, the mortgagee could
foreclose on the property securing the mortgage, causing the loss of cash flow
from that property to meet obligations. Substantially all of our debt is
cross-defaulted, but not cross-collateralized.

     Our organizational documents do not limit the amount of debt that may be
incurred. We have established a policy limiting total debt to 50% of total
assets at cost and maintaining a minimum debt service coverage ratio of 2:1 on
an annual basis. Our board of directors may amend this policy at any time
without the approval of our shareholders.

     Our line of credit imposes certain covenants which limit our flexibility in
obtaining other financing, such as a prohibition on negative pledge agreements.

     The degree to which we are leveraged could have important consequences to
you, including the following:

     o leverage could affect our ability to obtain additional financing in the
       future to repay indebtedness or for working capital, capital
       expenditures, acquisitions, development or other general corporate
       purposes;

     o leverage could make us more vulnerable to a downturn in our business or
       the economy generally; and

     o as a result, our leverage could lead to reduced distributions to
       shareholders.

LOSS OF REVENUES FROM MAJOR TENANTS COULD REDUCE DISTRIBUTIONS TO SHAREHOLDERS.

     We derive significant revenues from anchor tenants such as Kroger, Publix,
Safeway, and Albertsons that occupy more than one center. Distributions to
shareholders could be adversely affected by the loss of revenues in the event a
major tenant:

     o files for bankruptcy or insolvency;

     o experiences a downturn in its business;

     o materially defaults on its lease;

     o does not renew its leases as they expire; or

     o renews at lower rental rates.

     Vacated anchor space, including space owned by the anchor, can reduce
rental revenues generated by the shopping center because of the loss of the
departed anchor tenant's customer drawing power. Most anchors have


                                       2


the right to vacate and prevent retenanting by paying rent for the balance of
the lease term. If major tenants vacate a property, then other tenants may be
entitled to terminate their leases at the property.

WE DO NOT HAVE VOTING CONTROL OVER OUR JOINT VENTURE INVESTMENTS, SO WE ARE
UNABLE TO ENSURE THAT OUR OBJECTIVES WILL BE PURSUED.

     We have invested in some cases as a co-venturer or partner in the
acquisition or development of properties. These investments involve risks not
present in a wholly owned project. We do not have voting control over the
ventures or partnerships. The co-venturer or partner might (1) have interests or
goals that are inconsistent with our interests or goals or (2) otherwise impede
our objectives. The co-venturer or partner also might become insolvent or
bankrupt.

DOWNTURNS IN THE RETAILING INDUSTRY LIKELY WILL HAVE A DIRECT IMPACT ON OUR
PERFORMANCE.

     Our properties consist of grocery-anchored shopping centers. Our
performance therefore is linked to economic conditions in the market for retail
space generally. The market for retail space has been or could be adversely
affected by any of the following:

     o weakness in the national, regional and local economies;

     o consequences of any armed conflict involving, or terrorist attack
       against, the United States;

     o the adverse financial condition of some large retailing companies;

     o the ongoing consolidation in the retail sector;

     o the excess amount of retail space in a number of markets;

     o increasing consumer purchases through catalogues or the Internet;

     o the timing and costs associated with property improvements and rentals;

     o changes in taxation and zoning laws; and

     o adverse government regulation.

     To the extent that any of these conditions occur, they are likely to impact
market rents for retail space.

WE ARE DEPENDENT ON EXTERNAL SOURCES OF CAPITAL, WHICH MAY NOT BE AVAILABLE.

     To qualify as a REIT, we must, among other things, distribute to our
stockholders each year at least 90% of our REIT taxable income (excluding any
net capital gains). Because of these distribution requirements, we likely will
not be able to fund all future capital needs, including capital for
acquisitions, with income from operations. We therefore will have to rely on
third-party sources of capital, which may or may not be available on favorable
terms or at all. Our access to third-party sources of capital depends on a
number of things, including the market's perception of our growth potential and
our current and potential future earnings. Moreover, additional equity offerings
may result in substantial dilution of stockholders' interests, and additional
debt financing may substantially increase leverage.

WE COULD BE ADVERSELY AFFECTED BY POOR MARKET CONDITIONS WHERE PROPERTIES ARE
GEOGRAPHICALLY CONCENTRATED.

     Our performance depends on the economic conditions in markets in which our
properties are concentrated, including Florida, California, Texas, Georgia and
Ohio. Our operating results could be adversely affected if market conditions,
such as an oversupply of space or a reduction in demand for real estate, in
these areas become more competitive relative to other geographic areas.

SECURITY CAPITAL CONTROLS SHAREHOLDER VOTE. SALE OF SHARES MAY ADVERSELY AFFECT
STOCK PRICE.

     Security Capital and its affiliates, which are offering shares pursuant to
this prospectus, own 34,273,236 shares of our common stock as of the date of
this prospectus, constituting 56.7% of our outstanding common stock. As a result
of its stock ownership, Security Capital currently can control the outcome of
any corporate transaction or other matter submitted to the shareholders for
approval.

                                       3


     Sales of a substantial number of shares of our common stock, or the
perception that such sales could occur, also could adversely affect prevailing
market prices for our common stock. The shares offered pursuant to this
prospectus constitute 56.7% of our outstanding common stock, and are available
for sale in the public markets from time to time.

UNSUCCESSFUL DEVELOPMENT ACTIVITIES COULD REDUCE DISTRIBUTIONS TO SHAREHOLDERS.

     We actively pursue development activities as opportunities arise.
Development activities require various government and other approvals. We may
not recover our investment in development projects for which approvals are not
received. We incur risks associated with development activities, including:

     o the risk that we may abandon development opportunities and lose our
       investment in these developments;

     o the risk that construction costs of a project may exceed original
       estimates, possibly making the project unprofitable;

     o lack of cash flow during the construction period; and

     o the risk that occupancy rates and rents at a completed project will
       not be sufficient to make the project profitable.

     If we sustain material losses due to an unsuccessful development project,
our cash flow will be reduced.

INCREASED INTEREST RATES MAY REDUCE DISTRIBUTIONS TO SHAREHOLDERS.

     We are obligated on floating rate debt. If we do not eliminate our exposure
to increases in interest rates through interest rate protection or cap
agreements, these increases may reduce cash flow and our ability to make
distributions to shareholders.

     Although swap agreements enable us to convert floating rate debt to fixed
rate debt and cap agreements enable us to cap our maximum interest rate, they
expose us to the risk that the counterparties to these hedge agreements may not
perform, which could increase our exposure to rising interest rates. Generally,
however, the counterparties to our hedge agreements are major financial
institutions. If we enter into swap agreements, decreases in interest rates will
increase our interest expense as compared to the underlying floating rate debt.
This could result in our making payments to unwind these agreements, such as in
connection with a prepayment of the floating rate debt. Cap agreements do not
protect us from increases up to the capped rate.

INCREASED MARKET INTEREST RATES COULD REDUCE OUR STOCK PRICES.

     The annual dividend rate on our common stock as a percentage of its market
price may influence the trading price of our stock. An increase in market
interest rates may lead purchasers to demand a higher annual dividend rate,
which could adversely affect the market price of our stock. A decrease in the
market price of our common stock could reduce our ability to raise additional
equity in the public markets.

PARTNERSHIP STRUCTURE MAY LIMIT FLEXIBILITY TO MANAGE ASSETS.

     We invest in retail shopping centers through Regency Centers, L.P., the
operating partnership in which we currently own 98% of the outstanding common
partnership units. From time to time, we acquire properties through our
operating partnership in exchange for limited partnership interests. This
acquisition structure may permit limited partners who contribute properties to
us to defer some, if not all, of the income tax liability that they would incur
if they sold the property.

     Properties contributed to our operating partnership may have unrealized
gain attributable to the difference between the fair market value and adjusted
tax basis in the properties prior to contribution. As a result, the sale of
these properties could cause adverse tax consequences to the limited partners
who contributed them.

     Generally, our operating partnership has no obligation to consider the tax
consequences of its actions to any limited partner. However, our operating
partnership may acquire properties in the future subject to material
restrictions on refinancing or resale designed to minimize the adverse tax
consequences to the limited partners who contribute those properties. These
restrictions could significantly reduce our flexibility to manage our assets by
preventing us from reducing mortgage debt or selling a property when such a
transaction might be in our best interest in order to reduce interest costs or
dispose of an under-performing property.


                                       4



UNINSURED LOSS MAY ADVERSELY AFFECT DISTRIBUTIONS TO SHAREHOLDERS.

     We carry comprehensive liability, fire, flood, extended coverage and rental
loss insurance for our properties with policy specifications and insured limits
customarily carried for similar properties. We believe that the insurance
carried on our properties is adequate in accordance with industry standards.
There are, however, some types of losses, such as from hurricanes, terrorism,
wars or earthquakes, which may be uninsurable, or the cost of insuring against
such losses may not be economically justifiable. If an uninsured loss occurs, we
could lose both the invested capital in and anticipated revenues from the
property, and would still be obligated to repay any recourse mortgage debt on
the property. In that event, our distributions to shareholders could be reduced.

WE FACE COMPETITION FROM NUMEROUS SOURCES.

     The ownership of shopping centers is highly fragmented, with less than 10%
owned by real estate investment trusts. We face competition from other real
estate investment trusts as well as from numerous small owners in the
acquisition, ownership and leasing of shopping centers. We compete to develop
shopping centers with other real estate investment trusts engaged in development
activities as well as with local, regional and national real estate developers.

     We compete in the acquisition of properties through proprietary research
that identifies opportunities in markets with high barriers to entry and
higher-than-average population growth and household income. We seek to maximize
rents per square foot by establishing relationships with supermarket chains that
are first or second in their markets and leasing non-anchor space in multiple
centers to national or regional tenants. We compete to develop properties by
applying our proprietary research methods to identify development and leasing
opportunities and by pre-leasing a significant portion of a center before
beginning construction.

     There can be no assurance, however, that other real estate owners or
developers will not utilize similar research methods and target the same markets
and anchor tenants that we target. These entities may successfully control these
markets and tenants to our exclusion. If we cannot successfully compete in our
targeted markets, our cash flow, and therefore distributions to shareholders,
may be adversely affected.

COSTS OF ENVIRONMENTAL REMEDIATION COULD REDUCE OUR CASH FLOW.

     Under various federal, state and local laws, an owner or manager of real
property may be liable for the costs of removal or remediation of hazardous or
toxic substances on the property. These laws often impose liability without
regard to whether the owner knew of, or was responsible for, the presence of
hazardous or toxic substances. The cost of any required remediation could exceed
the value of the property and/or the aggregate assets of the owner.

     We have properties that will require or are currently undergoing varying
levels of environmental remediation for contamination caused by dry cleaner
tenants. These remediations are not expected to have a material financial effect
on us due to financial statement reserves and state-regulated programs that
shift the responsibility and cost for remediation to the state.

     The presence of, or the failure to properly remediate, hazardous or toxic
substances may adversely affect our ability to sell or rent a contaminated
property or to borrow using the property as collateral. Any of these
developments could reduce cash flow and distributions to shareholders.

IF WE FAIL TO QUALIFY AS A REIT FOR FEDERAL INCOME TAX PURPOSES, WE WOULD BE
SUBJECT TO FEDERAL INCOME TAX AT REGULAR CORPORATE RATES.

     We believe that we qualify for taxation as a REIT for federal income tax
purposes, and we plan to operate so that we can continue to meet the
requirements for taxation as a REIT. If we qualify as a REIT, we generally will
not be subject to federal income tax on our income that we distribute currently
to our stockholders. Many of the REIT requirements, however, are highly
technical and complex. The determination that we are a REIT requires an analysis
of various factual matters and circumstances, some of which may not be totally
within our control and some of which involve questions of interpretation. For
example, to qualify as a REIT, at least 95% of our gross income must come from
specific passive sources, like rent, that are itemized in the REIT tax laws.
There can be no assurance that the IRS or a court would agree with the positions
we have taken in interpreting the REIT requirements. We also are required to
distribute to our stockholders at least 90% of our REIT taxable income


                                       5


(excluding capital gains). The fact that we hold some of our assets through
partnerships and their subsidiaries further complicates the application of the
REIT requirements. Even a technical or inadvertent mistake could jeopardize our
REIT status. Furthermore, Congress and the IRS might make changes to the tax
laws and regulations, and the courts might issue new rulings, that make it more
difficult, or impossible, for us to remain qualified as a REIT.

     Also, unless the IRS granted us relief under certain statutory provisions,
we would remain disqualified as a REIT for four years following the year we
first failed to qualify. If we failed to qualify as a REIT, we would have to pay
significant income taxes. This likely would have a significant adverse affect on
the value of our securities. In addition, we would no longer be required to pay
any dividends to stockholders.

     Even if we qualify as a REIT for federal income tax purposes, we are
required to pay certain federal, state and local taxes on our income and
property. For example, if we have net income from "prohibited transactions,"
that income will be subject to a 100% tax. In general, prohibited transactions
are sales or other dispositions of property held primarily for sale to customers
in the ordinary course of business. The determination as to whether a particular
sale is a prohibited transaction depends on the facts and circumstances related
to that sale. While we have undertaken a significant number of asset sales in
recent years, we do not believe that those sales should be considered prohibited
transactions, but there can be no assurance that the IRS would not contend
otherwise. In addition, any net taxable income earned directly by our taxable
affiliates, including Regency Realty Group, Inc., is subject to federal and
state corporate income tax. In this regard, several provisions of the laws
applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary
will be subject to an appropriate level of federal income taxation. For example,
a taxable REIT subsidiary is limited in its ability to deduct interest payments
made to an affiliated REIT. In addition, a REIT has to pay a 100% penalty tax on
some payments that it receives if the economic arrangements between the REIT,
the REIT's tenants, and the taxable REIT subsidiary are not comparable to
similar arrangements between unrelated parties. Finally, some state and local
jurisdictions may tax some of our income even though as a REIT we are not
subject to federal income tax on that income. To the extent that we and our
affiliates are required to pay federal, state and local taxes, we will have less
cash available for distributions to our stockholders.

     Prior to December 31, 2000, a REIT could not own securities in any one
issuer if the value of those securities exceeded 5% of the value of the REIT's
total assets or the securities owned by the REIT represented more than 10% of
the issuer's outstanding voting securities. As a result of the REIT
Modernization Act, after December 31, 2000, the 5% value test and the 10% voting
security test were modified in two respects. First, the 10% voting securities
test was expanded so that REITs also are prohibited from owning more than 10% of
the value of the outstanding securities of any one issuer. Second, an exception
to these tests allows a REIT to own securities of a subsidiary that exceed the
5% value test and the new 10% vote or value test if the subsidiary elects to be
a "taxable REIT subsidiary." Under a new asset test, for taxable years beginning
after December 31, 2000, we are not able to own securities of taxable REIT
subsidiaries that represent in the aggregate more than 20% of the value of our
total assets. We currently own more than 10% of the total value of the
outstanding securities of Regency Realty Group, Inc. Regency Realty Group, Inc.
has elected to be a taxable REIT subsidiary.

OUR FORMER FOREIGN CONTROLLED STATUS COULD CAUSE FOREIGN SHAREHOLDERS TO BE
SUBJECT TO TAX UPON A SALE OF SHARES.

     Gain recognized by a non-U.S. shareholder upon the sale or exchange of our
shares generally would not be subject to United States taxation unless, among
other exceptions, our shares constitute a U.S. real property interest within the
meaning of the Foreign Investment in Real Property Tax Act, which is referred to
as "FIRPTA," as described below.

     Our shares will not constitute a U.S. real property interest if we are a
domestically controlled REIT, which requires that, at all times during the
five-year period preceding a sale or exchange of our stock, less than 50% in
value of our stock is held directly or indirectly by non-U.S. shareholders.
Because a foreign company beneficially owned in excess of 50% in value of our
shares until January 16, 2001, when a domestic corporation acquired those
shares, we believe that we currently are not a domestically controlled REIT, but
that we may become domestically-controlled in the future. Because our shares are
publicly traded, however, we cannot guarantee that we will become a domestically
controlled REIT. Even if we do not qualify as a domestically controlled REIT at
the time a non-U.S. shareholder sells our shares, gain arising from the sale
still would not be


                                       6


subject to FIRPTA tax if: (1) the class or series of shares sold is considered
regularly traded under applicable treasury regulations on an established
securities market, such as the NYSE; and (2) the selling non-U.S. shareholder
owned, actually or constructively, 5% or less in value of the outstanding class
or series of shares being sold throughout the five-year period ending on the
date of the sale or exchange. See "Federal Income Tax Considerations - U.S.
Taxation of Non-U.S. Shareholders" below for a more detailed discussion of the
U.S. tax consequences applicable to foreign investors in our stock.

PENDING TAX LEGISLATION COULD ADVERSELY AFFECT THE PRICE OF OUR STOCK.

     Both the United States Senate and the United States House of
Representatives have passed tax bills that would, among other things,
substantially reduce or eliminate at the shareholder level the taxation of
dividends paid by corporations other than REITs. REITs currently enjoy tax
advantages relative to regular C corporations because they are not subject to
corporate-level income tax on income they distribute to shareholders, but
shareholders do include REIT dividends in taxable income. If the double taxation
of corporate dividends were to be eliminated or reduced, individual investors
could view stocks of regular C corporations as more attractive relative to
stocks of REITs than is currently the case, because part or all of the dividends
paid on the stocks of the regular C corporations will be exempt from tax for the
individual. This may have an adverse effect on the price of our stock. This
adverse effect may take place prior to the adoption of any tax cut based upon
the market's perception of the likelihood of implementation of such a provision.
However, under the proposed legislation, if a REIT receives excludible dividend
income from an investment in another corporation (such as a taxable REIT
subsidiary), the REIT may retain or distribute that dividend income to the
REIT's shareholders, with the REIT and the shareholders able to benefit from the
dividend exclusion from, or reduction in, taxation. We cannot predict the form
in which this pending legislation ultimately will be enacted, whether it will in
fact be enacted, or what effect, if any, its enactment may have on the value of
our common stock.



                                       7



                                 USE OF PROCEEDS

     We will not receive any proceeds from the resale of the shares covered by
this prospectus, all of which are being offered by the selling shareholder. For
additional information see "The Selling Shareholder" and "Plan of Distribution"
elsewhere in this prospectus.

                           REGENCY CENTERS CORPORATION

     Regency Centers Corporation ("Regency Centers") completed its initial
public offering in 1993 (NYSE: REG) and became a qualified self-administered,
self-managed real estate investment trust ("REIT"). Through a series of
strategic acquisitions in 1997, 1998 and 1999, we expanded the scope of our
operations and became a nationally based owner, operator, and developer of
grocery-anchored retail shopping centers.

     At March 31, 2003, our assets totaled approximately $3.1 billion with 261
shopping centers in 21 states. At March 31, 2003, our gross leasable area
("GLA") totaled 29.6 million square feet and was 94.9% leased. Geographically,
20.6% of our GLA is located in Florida, 18.1% in California, 17.3% in Texas,
8.2% in Georgia, 6.4% in Ohio, and 29.3% spread throughout 16 other states.

     We invest in retail shopping centers through Regency Centers, L.P., the
operating partnership in which we currently own approximately 98% of the
outstanding common partnership units. Our acquisition, development, operations
and financing activity, including the issuance of common or preferred
partnership units, is executed by our operating partnership, its wholly-owned
subsidiaries and its joint ventures with third parties.

     Our executive offices are located at 121 West Forsyth Street, Suite 200,
Jacksonville, Florida 32202 and our telephone number is (904) 598-7000.

                             THE SELLING SHAREHOLDER

GENERAL

     Security Capital, including its affiliates, permitted pledgees, transferees
or other successors in interest, may from time to time offer and sell any or all
of the shares of common stock offered by this prospectus. Security Capital
currently intends, subject to market conditions, the market price of our common
stock and other considerations it deems relevant, to sell approximately
4,700,000 shares in the 30 to 60 days following the date of this prospectus.
However, the registration of the shares offered hereby does not necessarily mean
that Security Capital will sell any or all of the shares.

     As of May 13, 2003, there were 60,482,796 shares of our common stock
outstanding and Security Capital beneficially owned 34,273,236 shares,
representing approximately 56.7% of our common stock. All of these shares are
available for resale under this prospectus. Because Security Capital and its
affiliates may sell all, some or none of the shares, we cannot estimate the
number of offered shares that Security Capital will sell or the number of shares
that Security Capital will beneficially own after the offering.

     In May 2002, Security Capital became an indirect wholly-owned subsidiary of
General Electric Capital Corporation, which in turn is an indirect subsidiary of
the General Electric Company. Both General Electric Capital Services, Inc., the
parent of General Electric Capital Corporation, and its parent, the General
Electric Company, disclaim any beneficial ownership over the shares of Regency
common stock owned by Security Capital.

MATERIAL RELATIONSHIPS WITH SECURITY CAPITAL

     During the past three years, we have had material relationships with
Security Capital as described below.

   STOCKHOLDERS AGREEMENT

     Security Capital is a party to a Stockholders Agreement with us. The
Stockholders Agreement contained a standstill provision that expired on April
10, 2003. The following are material provisions of the Stockholders Agreement
that remain in effect following the end of the standstill and until Security
Capital ceases to own 10% or 15% of our common stock on a fully diluted basis
for 180 consecutive days:



                                       8


     BOARD OF DIRECTORS REPRESENTATION. So long as Security Capital continues to
own at least 15% of our common stock on a fully diluted basis, Security Capital
has the right to name the lesser of three directors, or its pro rata share based
on stock ownership, and to have one of its designees serve on most committees of
our board. Currently, C. Ronald Blankenship, Vice Chairman of Security Capital,
and Joseph E. Parsons, President-North America Equity Holdings of GE Real Estate
and Chairman and Chief Executive Officer of Security Capital, serve on our board
of directors as Security Capital's designees, and Mr. Blankenship serves on our
board's investment committee. A third director, Thomas G. Wattles, also was
designated by Security Capital and also serves on the investment committee, but,
as of November 30, 2002, he was no longer employed by or otherwise affiliated
with Security Capital.

     PARTICIPATION RIGHTS. So long as Security Capital owns at least 15% of our
common stock on a fully diluted basis, it has the right to acquire its pro rata
share, based on its then stock ownership, or 49%, if less, of most capital stock
we issue or sell.

     APPROVAL OF PARTNERSHIPS AND JOINT VENTURES. So long as Security Capital
continues to own 15% of our common stock on a fully diluted basis, we may not
enter into any partnerships or joint ventures without Security Capital's prior
written consent, in its sole discretion.

     INFORMATION RIGHTS. So long as Security Capital continues to own 15% of our
common stock on a fully diluted basis, we are required to give Security Capital
monthly reports, financial statements and other information and consult with
Security Capital before seeking the approval of our board of directors for
actions such as:

     o acquisitions of more than $10 million;

     o dispositions of more than $20 million;

     o debt or other financing arrangements of more than $20 million;

     o our annual operating budget;

     o material changes in our executive management;

     o new material agreements with any members of our executive management; and

     o most issuances of equity by us or any of our subsidiaries.
       We are not obligated to accept or comply with any advice offered by
       Security Capital on these matters.

     TAX-DEFERRED EXCHANGES. So long as Security Capital continues to own 10% of
our common stock on a fully diluted basis, when we dispose of properties, we
must use reasonable efforts, consistent with prudent management of our assets in
the interest of our shareholders, to dispose of them in transactions than
qualify as tax deferred exchanges for federal income tax purposes.

     NEGOTIATED SALES OF OUR STOCK BY SECURITY CAPITAL. So long as Security
Capital continues to own 15% of our common stock on a fully diluted basis, it
may not transfer shares of our common stock in a negotiated transaction that
would result in any transferee beneficially owning more than 9.8% of our capital
stock unless we approve the transfer, in our sole discretion.

     NON-COMPETE. So long as Security Capital continues to own 15% of our common
stock on a fully diluted basis, Security Capital is prohibited from directly or
indirectly owning, developing or acquiring shopping centers in the U.S. that (1)
have less than 250,000 square feet and (2) are anchored by a grocery store,
drugstore or general merchandise discount store such as Wal-Mart.

   REGISTRATION RIGHTS AGREEMENT

     We are parties to a registration rights agreement with Security Capital
granting Security Capital the right to require us, upon notice, to register its
shares of our common stock for resale under the Securities Act of 1933. Security
Capital has requested this registration under that agreement by notice to us
dated May 14, 2003. The agreement contains terms customary for registration
rights agreements of its type, including indemnification provisions.

   RELATED PARTY TRANSACTIONS

     Until May 13, 2002, Macquarie Capital Partners LLC was 40% owned by
Security Capital. Under an agreement with us, Macquarie Capital Partners LLC
acts as our financial advisor in connection with identifying


                                       9


alternative sources of capital, including arranging and structuring joint
ventures or funds that own grocery-anchored shopping centers. Fees paid to
Macquarie Capital Partners LLC are based upon a percentage (a range of 2% - 3%)
of capital raised. During 2002, 2001 and 2000, respectively, we paid
approximately $1.7 million, $1.2 million and $1.5 million for these services.

     During 2002, 2001 and 2000, respectively, we paid Security Capital
approximately $376,000, $35,000 and $460,000 for insurance administrative,
property tax, and income tax consulting services under an administrative
services agreement. Security Capital continues to provide insurance
administrative services under that agreement.

MATERIAL RELATIONSHIPS WITH GENERAL ELECTRIC

     On November 21, 1996 we entered into a $11.5 million mortgage loan with
General Electric Capital Corporation. The loan is secured by one of our centers,
Pike Creek, bears interest at the rate of 9.04% per year and matures on November
21, 2003. The mortgage loan was subsequently assigned to Fair Oak LLC for which
General Electric Capital Corporation acts as manager and servicer.

                              PLAN OF DISTRIBUTION

     We are registering the shares on behalf of the selling shareholder. All
costs, expenses and fees in connection with the registration of the shares
offered hereby, other than our legal and accounting fees in excess of $25,000,
and all brokerage commissions and similar selling expenses, if any, attributable
to the sale of shares will be borne by the selling shareholder.

     Common stock may be sold from time to time by Security Capital or by its
permitted pledgees, transferees or other successors in interest to Security
Capital. The distribution of the common stock may be effected in one or more
transactions that may take place through the New York Stock Exchange, including
block trades or ordinary broker's transactions, or through broker-dealers acting
either as principal or agent, or through privately negotiated transactions, or
through an underwritten public offering, or through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices for cash or
other consideration. Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by Security Capital in connection with such
sales. Additionally, Security Capital may sell common stock upon conversion or
exchange of convertible or exchangeable securities issued by Security Capital or
in satisfaction of options or short sales of shares.

     The aggregate proceeds to Security Capital from the sale of common stock
will be the purchase price of the common stock sold less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of issuance
and distribution not borne by us. Security Capital and any dealers or agents
that participate in the distribution of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the common stock by them and any commissions received by any such
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act.

     To the extent required, the specific number of shares of common stock to be
sold, the names of the selling shareholders, if other than Security Capital,
purchase price, public offering price, the terms upon which such securities may
be issued, the names of any agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offering will be set forth
in any accompanying prospectus supplement.

     We have also agreed to indemnify Security Capital against specified
liabilities, including certain potential liabilities arising under the
Securities Act, or to contribute to the payments Security Capital may be
required to make in respect thereof.

     Because the selling shareholder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, the selling shareholder will
be subject to the prospectus delivery requirements of the Securities Act, which
may include delivery through the facilities of the NYSE pursuant to Rule 153
under the Securities Act. We have informed the selling shareholder that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to its sales in the market.

     The selling shareholder also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such rule.


                                       10



                          DESCRIPTION OF CAPITAL STOCK

GENERAL

     We are authorized to issue up to 150,000,000 shares of common stock, $.01
par value per share, 10,000,000 shares of special common stock, $.01 par value,
and 10,000,000 shares of preferred stock, $.01 par value per share. As of May
13, 2003, we had 60,482,796 shares of common stock issued and outstanding. We
also had depositary shares representing an aggregate of 300,000 shares of 7.45%
Series 3 cumulative redeemable preferred stock issued and outstanding on that
date. In addition, we have reserved for issuance, upon exchange of six
corresponding series of preferred limited partnership interests of our operating
partnership, an aggregate of 3,890,000 million shares of cumulative redeemable
preferred stock.

     All of the outstanding capital stock is fully paid and non-assessable.

COMMON STOCK

     Holders of common stock are entitled to one vote per share. All actions
submitted to a vote of shareholders are voted on by holders of common stock
voting together as a single class. Holders of common stock are not entitled to
cumulative voting in the election of directors.

     Holders of common stock are entitled to receive dividends in cash or in
property on an equal basis, if and when dividends are declared on the common
stock by our board of directors, subject to any preference in favor of
outstanding shares of preferred stock.

     In the event of liquidation of our company, all holders of common stock
will participate on an equal basis with each other in our net assets available
for distribution after payment of our liabilities and payment of any liquidation
preferences in favor of outstanding shares of preferred stock.

     Holders of common stock are not entitled to preemptive rights, and the
common stock is not subject to redemption.

     The rights of holders of common stock are subject to the rights of holders
of any preferred stock that we designate or have designated. The rights of
preferred shareholders may adversely affect the rights of the common
shareholders.

SPECIAL COMMON STOCK

     Under our articles of incorporation, our board of directors is authorized,
without further shareholder action, to provide for the issuance of up to
10,000,000 shares of special common stock from time to time in one or more
classes or series. The special common stock will bear dividends in such amounts
as the board may determine with respect to each class or series. Dividends on
any class or series of special common stock must be PARI PASSU with dividends on
our common stock. Upon the liquidation, dissolution or winding up of the
company, the special common stock will participate PARI PASSU with the common
stock in liquidating distributions. Shares of special common stock will have one
vote per share and vote together with the holders of common stock (and not
separately as a class except where otherwise required by law), unless the board
of directors creates classes or series with more limited voting rights or
without voting rights. The board will have the right to determine whether shares
of special common stock may be converted into shares of any other class or
series or be redeemed, and, if so, the redemption price and the other terms and
conditions of redemption, and to determine such other rights as may be allowed
by law. Holders of special common stock will not be entitled, as a matter of
right, to preemptive rights. As all special common stock is expected to be
closely held, it is anticipated that most classes or series would be convertible
into common stock for liquidity purposes.

PREFERRED STOCK

     Our board of directors has the ability to issue up to 10,000,000 shares of
preferred stock in one or more series, without shareholder approval. The board
of directors may designate for the series:

     o the number of shares and name of the series,

     o the voting powers of the series, including the right to elect directors,
       if any,

     o the dividend rights and preferences, if any,



                                       11



     o redemption terms, if any,

     o liquidation preferences and the amounts payable on liquidation or
       dissolution,

     o the terms upon which the series may be converted into any other series
       or class of our stock, including the common stock and

     o any other terms that are not prohibited by law.

   7.45% SERIES 3 CUMULATIVE REDEEMABLE PREFERRED STOCK

     The Series 3 preferred shares are represented by depositary shares. Each
depositary share represents 1/10th of a share of Series 3 preferred stock. The
Series 3 preferred shares have a liquidation preference of $250 per share ($25
per depositary share) and are entitled to a cumulative dividend at the rate of
7.45% of the liquidation preference per year ($1.8625 per year per depositary
share). As to the limited matters on which the Series 3 preferred stock is
entitled to vote, generally voting as a class with other preferred shares upon
which like voting rights have been granted, each share of Series 3 preferred
stock is entitled to one vote per $25 of liquidation preference. At any time
after April 3, 2008, we have the right, but not the obligation, to redeem the
Series 3 preferred stock for cash at a redemption price of $250 per share
(equivalent to $25 per depositary share), plus all accrued but unpaid dividends.

   CUMULATIVE REDEEMABLE PREFERRED STOCK RESERVED FOR ISSUANCE

     We have reserved six series of cumulative redeemable preferred stock for
issuance upon exchange, on a one-share-for-one-unit basis, of six corresponding
series of preferred limited partnership interests in Regency Centers, L.P., our
operating partnership. The limited partnership interests were issued in private
placements to institutional investors. Each corresponding series of cumulative
redeemable preferred stock:

     o will be entitled to a liquidation preference;

     o will bear cumulative preferential quarterly dividends based on a
       specified percentage of the liquidation preference;

     o will not be convertible into our common stock;

     o will have no stated maturity or mandatory redemption; and

     o will be redeemable from time to time at our election. The preferred
       stock generally will be issuable beginning 10 years after the date of
       issuance of the corresponding series of preferred units. The following
       table sets forth additional information about each series of the
       cumulative redeemable preferred stock.



                                          AGGREGATE
                   UNITS ISSUED/         LIQUIDATION           DISTRIBUTION        CALLABLE       EXCHANGEABLE
  SERIES          SHARES ISSUABLE        PREFERENCE                RATE           BY REGENCY      BY UNITHOLDER
--------          ---------------        ------------          -------------      ----------      -------------
                                                                                      
Series A             1,600,000           $ 80,000,000                 8.125%       06/25/03          06/25/08
Series B               850,000             85,000,000                 8.750%       09/03/04          09/03/09
Series C               400,000             40,000,000                 9.000%       09/03/04          09/03/09
Series D               500,000             50,000,000                 9.125%       09/29/04          09/29/09
Series E               300,000             30,000,000                 8.750%       05/25/05          05/25/10
Series F               240,000             24,000,000                 8.750%       09/08/05          09/08/10
                     ---------           ------------
                     3,890,000           $309,000,000
                     =========           ============



     It is impossible for us to state the actual effect it will have on common
stock holders if the board of directors designates any new series of preferred
stock. The effects of such a designation will not be determinable until the
rights accompanying the series have been designated. The issuance of preferred
stock could adversely affect the voting power, liquidation rights or other
rights held by owners of common stock or other series of preferred stock. The
board of directors' authority to issue preferred stock without shareholder
approval could make it more difficult for a third party to acquire control of
our company, and could discourage any such attempt.


                                       12



STATUTORY PROVISIONS AND PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS

     The following provisions of the Florida Business Corporation Act and our
articles of incorporation and bylaws could have the effect of preventing or
delaying a person from acquiring or seeking to acquire a substantial equity
interest in, or control of, our company.

   RESTRICTIONS ON OWNERSHIP

     RESTRICTIONS RELATING TO REIT QUALIFICATION. For Regency Centers to qualify
as a REIT, not more than 50% in value of our outstanding capital stock may be
owned, directly or indirectly, by five or fewer individuals (as defined in the
Internal Revenue Code of 1986, as amended (the "Code"), to include certain
entities such as qualified pension plans) during the last half of a taxable
year. Also, our stock must be beneficially owned (without reference to
attribution rules) by 100 or more persons during at least 335 days in a taxable
year of 12 months or during a proportionate part of a shorter taxable year, and
certain other requirements must be satisfied (see "Federal Income Tax
Considerations-Requirements for Qualification").

     To assure that five or fewer individuals do not Beneficially Own (as
defined in our articles to include ownership through the application of certain
stock attribution provisions of the Code) more than 50% in value of our
outstanding capital stock, our articles provide that, subject to certain
exceptions, no holder may own, or be deemed to own (by virtue of certain of the
attribution provisions of the Code), more than 7% by value (the "Ownership
Limit") of our outstanding capital stock.

     Certain existing holders specified in our articles and those to whom
Beneficial Ownership of their capital stock is attributed, whose Beneficial
Ownership of capital stock exceeds the Ownership Limit ("Existing Holders"), may
continue to own such percentage of outstanding capital stock (the "Existing
Holder Limit") and may increase their respective Existing Holder Limits through
our benefit plans, dividend reinvestment plans, additional asset sales or
capital contributions to Regency Centers or acquisitions from other Existing
Holders, but may not acquire additional shares from such sources such that the
five largest Beneficial Owners of capital stock hold more than 49.5% by value of
the outstanding capital stock, and in any event may not increase their
respective Existing Holder Limits through acquisition of capital stock from any
other sources.

     In addition, Security Capital and its affiliates may not own more than 60%
of our outstanding common stock on a fully diluted basis ("Special Shareholder
Limit"). The Special Shareholder Limit will be reduced to 49% of our common
stock on a fully diluted basis if the ownership by Security Capital and its
affiliates drops below 45% for 180 consecutive days. The Special Shareholder
Limit also will be increased or reduced in certain other events specified in our
articles.

     Because rent from a related tenant (any tenant 10% of which is owned,
directly or constructively, by the REIT) is not qualifying rent for purposes of
the gross income tests under the Code (see "Federal Income Tax
Considerations-Requirements for Qualification-Income Tests"), our articles also
provide that no constructive owner of our stock who owns, directly or
indirectly, a 10% interest in any of our tenants (a "Related Tenant Owner") may
own, or constructively own by virtue of certain of the attribution provisions of
the Code (which differ from the attribution provisions applied to determine
Beneficial Ownership), more than 9.8% by value of our outstanding capital stock
(the "Related Tenant Limit").

     Our board of directors may waive the Ownership Limit, the Existing Holder
Limit, the Special Shareholder Limit and the Related Tenant Limit if evidence
satisfactory to the board is presented that such ownership will not then or in
the future jeopardize our status as a REIT. As a condition of such waiver, the
board may require opinions of counsel satisfactory to it and/or an undertaking
from the applicant with respect to preserving our REIT status.

     Any shares issued or transferred in violation of the foregoing restriction
will be void, or if such remedy is invalid, will be subject to the provisions
for "excess shares" described below.

     Our articles previously restricted the ownership of our capital stock by
non-U.S. persons, but these restrictions have been repealed.



                                       13



     REMEDIES. If:

     (1)  shares of capital stock in excess of the applicable Ownership Limit,
          Existing Holder Limit, Special Shareholder Limit, or Related Tenant
          Limit, or

     (2)  shares which (a) would cause Regency Centers to be beneficially owned
          by fewer than 100 persons (without application of the attribution
          rules) or (b) would result in Regency Centers being "closely held"
          within the meaning of Section 856(h) of the Code,

are issued or transferred to any person or retained by any person after becoming
a Related Tenant Owner, such issuance, transfer, or retention shall be null and
void to the intended holder, and the intended holder will have no rights to the
stock. Capital stock transferred, proposed to be transferred, or retained in
excess of the Ownership Limit, the Existing Holder Limit, the Special
Shareholder Limit or the Related Tenant Limit or which would otherwise
jeopardize our REIT status ("excess shares") will be deemed held in trust on
behalf of and for our benefit. Our board of directors will, within six months
after receiving notice of such actual or proposed transfer, either (i) direct
the holder of such shares to sell all shares held in trust for us for cash in
such manner as the board directs, or (ii) redeem such shares for a price equal
to the lesser of (a) the price paid by the holder from whom shares are being
redeemed and (b) the average of the last reported sales prices on the NYSE of
the relevant class of capital stock on the 10 trading days immediately preceding
the date fixed for redemption by the board, or if such class of capital stock is
not then traded on the NYSE, the average of the last reported sales prices of
such class of capital stock (or, if sales prices are not reported, the average
of the closing bid and asked prices) on the 10 trading days immediately
preceding the relevant date as reported on any exchange or quotation system over
which such class of capital stock may be traded, or if such class of capital
stock is not then traded over any exchange or quotation system, then the price
determined in good faith by the board as the fair market value of such class of
capital stock on the relevant date. If the board directs the intended holder to
sell the shares, the holder shall receive such proceeds as our trustee and pay
us out of the proceeds of such sale all expenses incurred by us in connection
with such sale, plus any remaining amount of such proceeds that exceeds the
amount originally paid by the intended holder for such shares. The intended
holder shall not be entitled to distributions, voting rights or any other
benefits with respect to such excess shares except the amounts described above.
Any dividend or distribution paid to an intended holder on excess shares
pursuant to our articles must be repaid to us upon demand.

     MISCELLANEOUS. All certificates representing capital stock will bear a
legend referring to the restrictions described above. The transfer restrictions
described above shall not preclude the settlement of any transaction entered
through the facilities of the New York Stock Exchange.

     Our articles provide that every shareholder of record of more than 5% of
the outstanding capital stock and every actual owner (as defined in our
articles) of more than 5% of the outstanding capital stock held by a nominee
must give us written notice of information specified in our articles within 30
days after December 31 of each year. In addition, each beneficial owner of
capital stock and each person who holds capital stock for a beneficial owner
must provide us such information as we may request, in good faith, in order to
determine our status as a REIT and to comply with the requirements of any taxing
authority or governmental authority or to determine such compliance.

     The ownership limitations described above may have the effect of precluding
a third party from acquiring control of Regency Centers even if our board of
directors determines that maintenance of REIT status is no longer in our best
interests. The board of directors has the right under our articles (subject to
contractual restrictions) to revoke our REIT status if the board of directors
determines that it is no longer in our best interest to attempt to qualify, or
to continue to qualify, as a REIT. In the event of such revocation, the
ownership limitations in our articles will remain in effect. Any change in the
ownership limitations would require an amendment to our articles.

   STAGGERED BOARD OF DIRECTORS

     Our articles and bylaws divide the board into three classes of directors,
with each class constituting approximately one-third of the total number of
directors and with classes serving staggered three-year terms. The
classification of directors will have the effect of making it more difficult for
shareholders to change the composition of our board. We believe, however, that
the longer time required to elect a majority of a classified board of directors
helps to insure continuity and stability of our management and policies.


                                       14


     The classification provisions could also have the effect of discouraging a
third party from accumulating large blocks of our stock or attempting to obtain
control of Regency Centers, even though such an attempt might be beneficial to
Regency Centers and its shareholders. Accordingly, shareholders could be
deprived of opportunities to sell their shares of capital stock at a higher
market price than might otherwise be the case.

   ADVANCE NOTICE PROVISIONS FOR SHAREHOLDER NOMINATIONS AND SHAREHOLDER
   PROPOSALS

     Our bylaws establish an advance notice procedure for shareholders to make
nominations of candidates for election as directors or to bring other business
before any meeting of our shareholders. Any shareholder nomination or proposal
for action at an upcoming shareholder meeting must be delivered to Regency
Centers no later than the deadline for submitting shareholder proposals pursuant
to Rule 14a-8 under the Exchange Act. The presiding officer at any shareholder
meeting is not required to recognize any proposal or nomination which did not
comply with this deadline.

     The purpose of requiring shareholders to give advance notice of nominations
and other business is to afford our board a meaningful opportunity to consider
the qualifications of the proposed nominees or the advisability of the other
proposed business and, to the extent deemed necessary or desirable by our board,
to inform shareholders and make recommendations about such qualifications or
business, as well as to provide a more orderly procedure for conducting meetings
of shareholders. Although our bylaws do not give the board any power to
disapprove timely shareholder nominations for the election of directors or
proposals for action, they may have the effect of precluding a contest for the
election of directors or the consideration of shareholder proposals if the
proper procedures are not followed, and of discouraging or deterring the third
party from conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal.

   CERTAIN PROVISIONS OF FLORIDA LAW

     We are subject to anti-takeover provisions that apply to public
corporations organized under Florida law unless the corporation has elected to
opt out of those provisions in its articles of incorporation or its bylaws. We
have not elected to opt out of these provisions.

     Subject to certain exceptions, the Florida Business Corporation Act
prohibits the voting of shares in a publicly held Florida corporation that are
acquired in a "control share acquisition" unless:

     o the board of directors approves the control share acquisition or

     o the holders of a majority of the corporation's voting shares approve the
       granting of voting rights to the acquiring party.

     A "control share acquisition" is defined as an acquisition that immediately
thereafter entitles the acquiring party, directly or indirectly, to vote in the
election of directors within any of the following ranges of voting power:

     o 1/5 or more but less than 1/3;

     o 1/3 or more but less than a majority; and

     o a majority or more.

     The Florida Business Corporation Act also contains an "affiliated
transaction" provision that prohibits a publicly held Florida corporation from
engaging in a broad range of business combinations or other extraordinary
corporate transactions with an "interested shareholder" unless:

     o the transaction is approved by a majority of disinterested directors
       before the person becomes an interested shareholder;

     o the corporation has not had more than 300 shareholders of record during
       the three years preceding the "affiliated transaction";

     o the interested shareholder has owned at least 80% of the corporation's
       outstanding voting shares for at least five years;

     o the interested shareholder is the beneficial owner of at least 90% of
       the voting shares (excluding shares acquired directly from the
       corporation in a transaction not approved by a majority of the
       disinterested directors);


                                       15


     o consideration is paid to the holders of the corporation's shares equal
       to the highest amount per share paid by the interested shareholder for
       the acquisition of the corporation's shares in the last two years or
       fair market value, and other specified conditions are met; or

     o the transaction is approved by the holders of two-thirds of the
       corporation's voting shares other than those owned by the interested
       shareholder.

     An "interested shareholder" is defined as a person who, together with
affiliates and associates, beneficially owns more than 10% of a company's
outstanding voting shares.

   INDEMNIFICATION AND LIMITATION OF LIABILITY

     The Florida Business Corporation Act authorizes Florida corporations to
indemnify any person who was or is a party to any proceeding other than an
action by, or in the right of, the corporation, by reason of the fact that he or
she is or was a director, officer, employee, or agent of the corporation. The
indemnity also applies to any person who is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation or
other entity. The indemnification applies against liability incurred in
connection with such a proceeding, including any appeal thereof, if the person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. To be eligible for indemnity
with respect to any criminal action or proceeding, the person must have had no
reasonable cause to believe his or her conduct was unlawful.

     In the case of an action by or on behalf of a corporation, indemnification
may not be made if the person seeking indemnification is found liable, unless
the court in which the action was brought determines such person is fairly and
reasonably entitled to indemnification.

     The indemnification provisions of the Florida Business Corporation Act
require indemnification if a director, officer, employee or agent has been
successful in defending any action, suit or proceeding to which he or she was a
party by reason of the fact that he is or was a director, officer, employee or
agent of the corporation. The indemnity covers expenses actually and reasonably
incurred in defending the action.

     The indemnification authorized under Florida law is not exclusive and is in
addition to any other rights granted to officers and directors under the
articles of incorporation or bylaws of the corporation or any agreement between
officers and directors and the corporation. Each of our directors and executive
officers has signed an indemnification agreement. The indemnification agreements
provide for full indemnification of our directors and executive officers under
Florida law. The indemnification agreements also provide that we will indemnify
the officer or director against liabilities and expenses incurred in a
proceeding to which the officer or director is a party or is threatened to be
made a party, or in which the officer or director is called upon to testify as a
witness or deponent, in each case arising out of actions of the officer or
director in his or her official capacity. The officer or director must repay
such expenses if it is subsequently found the officer or director is not
entitled to indemnification. Exceptions to this additional indemnification
include criminal violations by the officer or director, transactions involving
an improper personal benefit to the officer or director, unlawful distributions
of our assets under Florida law and willful misconduct or conscious disregard
for our best interests.

     Our bylaws provide for the indemnification of directors, former directors
and officers to the maximum extent permitted by Florida law and for the
advancement of expenses incurred in connection with the defense of any action,
suit or proceeding that the director or officer was a party to by reason of the
fact that he or she is or was a director or officer of our corporation, or at
our request, a director, officer, employee or agent of another corporation. Our
bylaws also provide that we may purchase and maintain insurance on behalf of any
director against liability asserted against the director in such capacity.

     Under the Florida Business Corporation Act, a director is not personally
liable for monetary damages to us or to any other person for acts or omissions
in his or her capacity as a director except in certain limited circumstances.
Those circumstances include violations of criminal law (unless the director had
reasonable cause to believe that such conduct was lawful or had no reasonable
cause to believe such conduct was unlawful), transactions in which the director
derived an improper personal benefit, transactions involving unlawful
distributions, and conscious disregard for the best interest of the corporation
or willful misconduct (only if the proceeding is by or in the right of the
corporation). As a result, shareholders may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence
or gross negligence or which are in violation of their fiduciary duties,
although injunctive or other equitable relief may be available.

TRANSFER AGENT AND REGISTRAR

     The transfer agent for our common stock is Wachovia Bank, National
Association, Charlotte, North Carolina.


                                       16



                        FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of certain of the material federal income tax
considerations regarding Regency Centers and is based on current law, is for
general information only and is not tax advice. This discussion does not purport
to deal with all aspects of taxation that may be relevant to particular
investors in light of their personal investment or tax circumstances, or to
certain types of holders (including insurance companies, tax-exempt
organizations, financial institutions or broker-dealers, foreign corporations,
persons who are not citizens or residents of the United States, persons who own
shares as part of a conversion transaction, as part of a hedging transaction or
as a position in a straddle for tax purposes, persons whose functional currency
is not the U.S. dollar and traders in securities that elect mark-to-market
accounting) subject to special treatment under the federal income tax laws. This
summary deals only with shareholders of Regency Centers that hold shares as
"capital assets," within the meaning of Section 1221 of the Code. This summary
does not discuss any state, local, or foreign tax considerations. This summary
is based in its entirety on the applicable Code provisions, rules and
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change (which change may apply retroactively).

     EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT HIS OR HER OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE PURCHASE, OWNERSHIP
AND SALE OF SECURITIES IN AN ENTITY ELECTING TO BE TAXED AS A REAL ESTATE
INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX
CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.

     As used in this section, the term "Company" refers to Regency Centers
Corporation and all qualified REIT subsidiaries (a wholly-owned subsidiary which
is not treated as a separate entity for federal income tax purposes) but
excludes Regency Realty Group, Inc. and its subsidiaries (collectively, the
"Management Company") (which is treated as a separate entity for federal income
tax purposes, although its results are consolidated with those of the Company
for financial reporting purposes).

GENERAL

     The Company made an election to be taxed as a REIT under Sections 856
through 860 of the Code commencing with its taxable year ending December 31,
1993. The Company believes that it has been organized and operated in such a
manner as to qualify for taxation as a REIT under the Code for such taxable year
and all subsequent taxable years to date, and the Company intends to continue to
operate in such a manner in the future. However, no assurance can be given that
the Company will operate in a manner so as to qualify or remain qualified as a
REIT.

     The following sets forth only a summary of the material aspects of the Code
sections that govern the federal income tax treatment of a REIT and its
shareholders.

     It is the opinion of Foley & Lardner that the Company has been organized
and operated in conformity with the requirements for qualification and taxation
as a REIT commencing with the Company's taxable year that ended December 31,
1993 and for all subsequent taxable years to date, and its method of operation
will enable it to continue to be taxed as a REIT. It must be emphasized that
this opinion is based and conditioned upon certain representations made by the
Company as to factual matters including, but not limited to, those set forth
below in this discussion of "Federal Income Tax Considerations," those
concerning its business and properties, and certain matters relating to the
Company's manner of operation. Foley & Lardner is not aware of any facts or
circumstances that are inconsistent with these representations. The
qualification and taxation as a REIT depends upon the Company's ability to meet,
through actual annual operating results, the various income, asset,
distribution, stock ownership and other tests discussed below, the results of
which will not be reviewed by nor be under the control of Foley & Lardner.
Accordingly, no assurance can be given that the actual results of the Company's
operation for any particular taxable year will satisfy such requirements. For a
discussion of the tax consequences of failure to qualify as a real estate
investment trust, see "-- Failure to Qualify."

TAXATION OF THE COMPANY

     As a REIT, the Company generally is not subject to federal corporate income
tax on its net income that is currently distributed to shareholders. This
treatment substantially eliminates the "double taxation" (at the



                                       17



corporate and shareholder levels) that generally results from an investment in a
corporation. However, the Company will be subject to federal income tax in the
following circumstances. First, the Company will be taxed at regular corporate
rates on any undistributed REIT taxable income, including undistributed net
capital gains. Second, under certain circumstances, the Company may be subject
to the "corporate alternative minimum tax" on its items of tax preference.
Third, if the Company has (i) net income from the sale or other disposition of
"foreclosure property" (which is, in general, property acquired by the Company
by foreclosure or otherwise on default of a loan secured by the property) which
is held primarily for sale to customers in the ordinary course of business or
(ii) other non-qualifying net income from foreclosure property, it will be
subject to tax on such income at the highest corporate rate. Fourth, if the
Company has net income from "prohibited transactions" (which are, in general,
certain sales or other dispositions of property held primarily for sale to
customers in the ordinary course of business other than foreclosure property),
such income will be subject to a 100% tax. Fifth, if the Company fails to
satisfy either the 75% gross income test or the 95% gross income test discussed
below, but still maintains its qualification as a REIT because other
requirements are met, the Company will be subject to a tax equal to the gross
income attributable to the greater of either (1) the amount by which 75% of the
Company's gross income exceeds the amount of the Company's income qualifying
under the 75% test for the taxable year or (2) the amount by which 90% of the
Company's gross income exceeds the amount of the Company's income qualifying for
the 95% income test for the taxable year, multiplied by a fraction intended to
reflect the Company's profitability. Sixth, if the Company should fail to
distribute during each calendar year at least the sum of (i) 85% of its REIT
ordinary income for such year, (ii) 95% of its REIT capital gain net income for
such year, and (iii) any undistributed taxable income from prior years, it will
be subject to a 4% excise tax on the excess of such required distribution over
the amounts actually distributed. Seventh, the Company will be subject to a 100%
penalty tax on some payments it receives (or on certain expenses deducted by a
taxable REIT subsidiary) if arrangements among the Company, its tenants, and the
Company's taxable REIT subsidiaries are not comparable to similar arrangements
among unrelated parties. Eighth, when assets are acquired from a "C" corporation
in a carryover basis transaction, the "C" corporation is generally required to
recognize gain with respect to the assets' "built-in gain." Built-in gain is the
amount by which an asset's fair market value exceeds its adjusted basis. If the
Company was the successor to these acquired entities, the Company would be
liable for any tax owed by them as a result of the recognition of built-in gain.
Applicable treasury regulations, however, allow an acquiring REIT, such as the
Company, to avoid the recognition of gain and the imposition of corporate level
tax on a built-in gain asset acquired in a carryover basis transaction from a
"C" corporation on or after January 2, 2002 unless and until the acquiring REIT
disposes of that built-in gain asset in a taxable transaction during the 10-year
period following the asset's acquisition (the "Recognition Period"), at which
time the acquiring REIT would recognize, and would be subject to the highest
regular corporate rate of tax on, the built-in gain.

     In addition, the Management Company is taxed on its income at regular
corporate rates.

REQUIREMENTS FOR QUALIFICATION

     A REIT is defined in the Code as a corporation, trust or association: (1)
which is managed by one or more trustees or directors; (2) the beneficial
ownership of which is evidenced by transferable shares or by transferable
certificates of beneficial interest; (3) which would be taxable as a domestic
corporation, but for Sections 856 through 859 of the Code; (4) which is neither
a financial institution nor an insurance company subject to certain provisions
of the Code; (5) the beneficial ownership of which is held by 100 or more
persons (determined without reference to any rules of attribution); (6) not more
than 50% in value of the outstanding stock of which is owned during the last
half of each taxable year, directly or indirectly, by or for "five or fewer"
individuals (as defined in the Code to include certain entities); (7) which
meets certain income and asset tests described below and (8) which makes an
election to be a REIT for the current taxable year or has made such an election
for a previous taxable year which has not been terminated or revoked. Conditions
(1) to (4), inclusive, must be met during the entire taxable year and condition
(5) must be met during at least 335 days of a taxable year of 12 months, or
during a proportionate part of a taxable year of less than 12 months. The
Company has previously issued sufficient shares to allow it to satisfy
conditions (5) and (6). The Company's articles of incorporation provide
restrictions regarding the transfer of its shares which are intended to assist
the Company in continuing to satisfy the stock ownership requirements described
in (5) and (6) above. Moreover, for the Company's taxable years commencing on or
after January 1, 1998, if the Company complies with regulatory rules pursuant to
which it is required to send annual letters to certain of its shareholders
requesting information regarding the actual ownership of its stock, but does not
know, or exercising reasonable diligence would not have known, whether it failed
to


                                       18


meet the requirement that it not be closely held, the Company will be treated as
having met the "five or fewer" requirement. If the Company were to fail to
comply with these regulatory rules for any year, it would be subject to a
$25,000 penalty. If the Company's failure to comply was due to intentional
disregard of the requirements, the penalty would be increased to $50,000.
However, if the Company's failure to comply was due to reasonable cause and not
willful neglect, no penalty would be imposed.

     In addition, the Company must satisfy all relevant filing and other
administrative requirements established by the IRS that must be met to elect and
maintain REIT status, use a calendar year for federal income tax purposes, and
comply with the recordkeeping requirements of the Code and regulations
promulgated thereunder.

     On several occasions, Congress has proposed legislation adding an
additional requirement for REIT qualification. This proposed legislation would
require that an entity seeking to qualify as a REIT not be a "controlled
entity." This legislation was proposed most recently in the Jobs and Growth Tax
Relief Reconciliation Act of 2003, which the Senate passed on May 15, 2003.
Under this legislation, an entity is a controlled entity if, at any time during
the taxable year, one person (excluding other REITs), in the case of a
corporation, owns stock possessing at least 50% of the total voting power of the
stock of such corporation, or having a value equal to at least 50% of the total
value of the stock of such corporation, or in the case of a trust, owns
beneficial interests in the trust which would meet the 50% vote or value tests
applicable for corporations if such interests were stock. This legislation is
proposed to be effective for taxable years ending after May 8, 2003; however,
under a grandfathering provision, the additional requirement would not apply to
any entity which was a controlled entity as of May 8, 2003, which is a REIT for
the taxable year which includes such date, and which has significant assets or
activities as of such date. As of May 15, 2003, Security Capital owned
approximately 56.7% of the voting power of the Company and hence, the Company is
a controlled entity within the meaning of this proposed legislation. However,
the Company believes that it would satisfy the provisions of the grandfathering
exception as presently proposed, and would not be disqualified from maintaining
its REIT status by virtue of Security Capital's ownership. No assurances can be
given, however, about what form any final legislation might take and whether a
similar grandfathering provision would be included.

     The Company owns its properties through its operating partnership, Regency
Centers, L.P. (the "Partnership"), of which the Company is the general partner
and a Company subsidiary is the principal limited partner. The former owners of
certain Partnership properties and certain investment funds also are limited
partners. The Company presently owns certain of its properties indirectly
through other partnerships and limited liability companies (collectively with
the Partnership, the "Property Partnerships"), of which the partners are the
Partnership and certain third parties. In the case of a REIT which is a partner
in a partnership either directly or indirectly through a qualified REIT
subsidiary, Treasury Regulations provide that the REIT will be deemed to own its
proportionate share of the assets of the partnership and will be deemed to be
entitled to the income of the partnership attributable to such share. In
addition, the character of the assets and gross income of the partnership will
retain the same character in the hands of the REIT for purposes of Section 856
of the Code, including satisfying the gross income tests and asset tests. Thus,
the Company's proportionate share of the assets, liabilities and items of income
of the Property Partnerships (other than certain properties held by the
Management Company), is treated as assets, liabilities and items of income of
the Company for purposes of applying the requirements described below.

     The Company believes that each of the Property Partnerships in which it
owns an interest, directly or through another partnership or limited liability
company, will be treated as partnerships or disregarded for federal income tax
purposes and will not be taxable as corporations. If any of these entities were
treated as a corporation, it would be subject to an entity level tax on its
income and the Company could fail to meet the REIT income and asset tests. For a
discussion of the tax consequences of failure to qualify as a real estate
investment trust, see "-- Failure to Qualify."

     If a REIT owns a corporate subsidiary that is a "qualified REIT
subsidiary," the separate existence of that subsidiary will be disregarded for
federal income tax purposes. Generally, a qualified REIT subsidiary is a
corporation, other than a taxable REIT subsidiary (discussed below), all of the
capital stock of which is owned by the REIT. All assets, liabilities and items
of income, deduction and credit of the qualified REIT subsidiary will be treated
as assets, liabilities and items of income, deduction and credit of the REIT
itself. A qualified REIT subsidiary of Company will not be subject to federal
corporate income taxation, although it may be subject to state and local
taxation in some states. Although in the past the Company owned some of its
properties indirectly



                                       19



through qualified REIT subsidiaries, at the present time, the Company does not
utilize any qualified REIT subsidiaries.

     A "taxable REIT subsidiary" of the Company is a corporation in which the
Company directly or indirectly owns stock and that elects, together with the
Company, to be treated as a taxable REIT subsidiary under Section 856(l) of the
Code. In addition, if a taxable REIT subsidiary of the Company owns, directly or
indirectly, securities representing 35% or more of the vote or value of a
subsidiary corporation, that subsidiary will also be treated as a taxable REIT
subsidiary of the Company. A taxable REIT subsidiary is a corporation subject to
federal income tax, and state and local income tax where applicable, as a
regular "C" corporation.

     Generally, a taxable REIT subsidiary can perform some impermissible tenant
services without causing the Company to receive impermissible tenant services
income under the REIT income tests. However, several provisions regarding the
arrangements between a REIT and its taxable REIT subsidiaries are intended to
ensure that a taxable REIT subsidiary will be subject to an appropriate level of
federal income taxation. For example, a taxable REIT subsidiary is limited in
its ability to deduct interest payments made to the Company. In addition, a REIT
will be obligated to pay a 100% penalty tax on some payments that it receives or
on certain expenses deducted by the taxable REIT subsidiary if the economic
arrangements between the REIT, the REIT's tenants and the taxable REIT
subsidiary are not comparable to similar arrangements among unrelated parties.

     The Management Company has made an election to be treated as a taxable REIT
subsidiary of the Company.

   INCOME TESTS

     In order for the Company to maintain its qualification as a REIT, it must
satisfy two gross income requirements annually. First, at least 75% of the
Company's gross income (excluding gross income from prohibited transactions) for
each taxable year must be derived directly or indirectly from investments
relating to real property or mortgages on real property, including "rents from
real property", gains on the disposition of real estate, dividends paid by
another REIT and interest on obligations secured by mortgages on real property
or on interests in real property or from certain types of temporary investments.

     Second, at least 95% of the Company's gross income (excluding gross income
from prohibited transactions) for each taxable year must be derived from any
combination of income qualifying under the 75% test and from dividends,
interest, some payments under hedging instruments, gain from the sale or
disposition of stock or securities and some hedging instruments.

     Rents received by the Company qualify as "rents from real property" in
satisfying the gross income requirements for a REIT described above only if the
following conditions are met. First, the amount of rent must not be based in
whole or in part on the income or profits derived by any person from such
property, although an amount received or accrued generally will not be excluded
from the term "rents from real property" solely by reason of being based on a
fixed percentage or percentages of receipts or sales. The Company does not
anticipate charging rent for any portion of any property that is based in whole
or in part on the income or profits of any person (except by reason of being
based on a percentage of receipts for sales, which is permitted by the Code).
Second, rents received from a "related party tenant" will not qualify as rents
from real property in satisfying the gross income tests unless the tenant is a
taxable REIT subsidiary and at least 90% of the property is leased to unrelated
tenants and the rent paid by the taxable REIT subsidiary is substantially
comparable to the rent paid by the unrelated tenants for comparable space. A
tenant is a related party tenant if the REIT, or an actual or constructive owner
of 10% or more of the REIT, actually or constructively owns 10% or more of the
tenant. The Company does not anticipate receiving rents from such a tenant.
Additionally, pursuant to the articles of incorporation, Related Tenant Owners
are prohibited from acquiring constructive ownership of more than 9.8% by value
of the Company. Third, rent attributable to personal property leased in
connection with a lease of real property will not qualify if it is greater than
15% of the total rent received under the lease. Fourth, for rents to qualify as
rents from real property for the purpose of satisfying the gross income tests,
the Company is generally only allowed directly to provide services that are
"usually or customarily rendered" in connection with the rental of real property
and not otherwise considered "rendered to the occupant." Accordingly, the
Company may not provide "impermissible services" to tenants (except through a
taxable REIT subsidiary, or through an independent contractor that bears the
expenses of providing the services and from whom the Company derives no revenue)
without giving rise to "impermissible tenant service income," which is
nonqualifying income for purposes of the income tests. For this purpose, the
amount that the Company would be deemed to have received for performing



                                       20



any "impermissible services" will be the greater of the actual amount so
received or 150% of the direct cost to the Company of providing those services.
If impermissible tenant service income exceeds 1% of the Company's total income
from a property, all of the income from that property will fail to qualify as
rents from real property. If the total amount of impermissible tenant service
income from a property does not exceed 1% of the Company's total income from the
property, the services will not "taint" the other income from the property (that
is, they will not cause the rent paid by tenants of that property to fail to
qualify itself as rents from real property), but the impermissible tenant
service income will not qualify as rents from real property. The Company
provides certain services with respect to the properties that the Company
believes complies with the "usually or customarily rendered" requirement. The
Company will hire independent contractors from whom the Company derives no
income to perform such services or utilize the Management Company to perform
such services, to the extent that the performance of such services by the
Company would cause amounts received from its tenants to be excluded from rents
from real property.

     The term "interest" generally does not include any amount received or
accrued (directly or indirectly) if the determination of such amount depends in
whole or in part on the income or profits of any person. However, an amount
received or accrued generally will not be excluded from the term "interest"
solely by reason of being based on a fixed percentage or percentages of receipts
or sales. The Company does not expect to derive significant amounts of interest
that would fail to qualify under the 75% and 95% gross income tests.

     The Company's share of any dividends received from corporate subsidiaries
(and from other corporations in which the Company owns an interest) will qualify
for purposes of the 95% gross income test but not for purposes of the 75% gross
income test. The Company does not anticipate that it will receive sufficient
dividends to cause the Company to exceed the limit on nonqualifying income under
the 75% gross income test.

     It is possible that, from time to time, the Company or the Partnership will
enter into hedging transactions with respect to one or more of its assets or
liabilities. Any such hedging transactions could take a variety of forms. If the
Company or the Partnership enters into an interest rate swap or cap contract to
hedge any variable rate indebtedness incurred to acquire or carry real estate
assets, any periodic income or gain from the disposition of such contract should
be qualifying income for purposes of the 95% gross income test but not for the
75% gross income test. For the Company's taxable year which begins on January 1,
1998, and for all taxable years thereafter, income from hedging transactions
which is qualifying income for the 95% gross income test also includes payments
to the Company under an option, futures contract, forward rate agreement, or any
similar financial instrument. To the extent that the Company or the Partnership
hedges with other types of financial instruments or in other situations, it may
not be entirely clear how the income from those transactions will be treated for
purposes of the various income tests that apply to REITs under the Code. The
Company intends to structure any hedging transactions in a manner that does not
jeopardize its status as a REIT.

     The Management Company receives fees in consideration of the performance of
management and administrative services with respect to properties that are not
owned by the Company and earns income from the acquisition, development and
resale of real estate. Distributions received by the Company from the Management
Company of its earnings do not qualify under the 75% gross income test. The
Company believes that the aggregate amount of the distributions from the
Management Company together with all other non-qualifying income in any taxable
year will not cause the Company to exceed the limits on non-qualifying income
under the 75% and 95% gross income tests.

     The Company believes that it has satisfied the 75% and 95% gross income
tests for taxable years ended prior to the date of this prospectus and intends
to operate in such a manner so as to satisfy such tests in the future. If the
Company fails to satisfy one or both of the 75% or 95% gross income tests for
any taxable year, it may nevertheless qualify as a REIT for such year if it is
entitled to relief under certain provisions of the Code. These relief provisions
generally will be available if the Company's failure to meet such tests was due
to reasonable cause and not due to willful neglect, the Company attaches a
schedule of the sources of its income to its federal income tax return, and any
incorrect information on the schedule was not due to fraud with intent to evade
tax. It is not possible to state whether in all circumstances the Company would
be entitled to the benefit of those relief provisions. As discussed above, even
if those relief provisions apply, a tax would be imposed with respect to the
excess net income.

     If the Company has net income from "prohibited transactions," that income
will be subject to a 100% tax. In general, prohibited transactions are sales or
other dispositions of property held primarily for sale to customers in



                                       21



the ordinary course of business. The determination as to whether a particular
sale is a prohibited transaction depends on the facts and circumstances related
to that sale. While the Company has undertaken a significant number of asset
sales in recent years, the Company does not believe that those sales should be
considered prohibited transactions, but there can be no assurance that the IRS
would not contend otherwise.

   ASSET TESTS

     The Company, at the close of each quarter of its taxable year, must also
satisfy four tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by real estate
assets (including (i) its allocable share of real estate assets which are held
by the Partnership or other Property Partnerships or which are held by
"qualified REIT subsidiaries" of the Company and (ii) stock or debt instruments
held for not more than one year purchased with the proceeds of a stock offering
or long-term (at least five years) debt offering of the Company), cash, cash
items and government securities. Second, not more than 25% of the value of the
Company's total assets may be represented by securities other than those in the
75% asset class. Third, except for equity investments in REITs, qualified REIT
subsidiaries, or taxable REIT subsidiaries or other securities that qualify as
"real estate assets" for purposes of the 75% test described above, (a) the value
of any one issuer's securities that the Company owns may not exceed 5% of the
value of the Company's total assets; (b) the Company may not own more than 10%
of any one issuer's outstanding voting securities; and (c) the Company may not
own more than 10% of the value of the outstanding securities of any one issuer.
For purposes of the 10% value test, securities which qualify as "straight debt"
are not taken into account if (a) the issuer is an individual, (b) the only
securities of such issuer which are held by the REIT or a taxable REIT
subsidiary are straight debt or (c) the issuer is a partnership and the REIT
owns at least a 20% profits interest in the partnership. Straight debt means any
written unconditional promise to pay on demand or on a specified date a sum
certain in money if (a) the interest rate (and the interest payment dates) are
not contingent on profits, the borrower's discretion or similar factors and (b)
the instrument is not convertible. Fourth, no more than 20% of the value of the
Company's total assets may be comprised of securities of one or more taxable
REIT subsidiaries.

     The Partnership owns 100% of the outstanding capital stock of the
Management Company. The Company believes that the aggregate value of the
Management Company does not exceed 20% of the aggregate value of the Company's
gross assets. As of each relevant testing date prior to the election to treat
the Management Company as a taxable REIT subsidiary, which election first became
available as of January 1, 2001, the Company believes it did not own more than
10% of the voting securities of the Management Company. In addition, the Company
believes that as of each relevant testing date prior to the election to treat
the Management Company as a taxable REIT subsidiary of the Company, the
Company's pro rata share of the value of the securities, including debt, of the
Management Company did not exceed 5% of the total value of the Company's assets.
No independent appraisals have been obtained to support the Company's estimate
of value, however, and Foley & Lardner, in issuing its opinion on the Company's
qualification as a REIT, is relying on the Company's representation as to the
limited value of the interests in the Management Company.

     After initially meeting the asset tests at the close of any quarter, the
Company will not lose its status as a REIT if it fails to satisfy the 25%, 20%,
and 5% asset tests and the 10% value limitation at the end of a later quarter
solely by reason of changes in the relative values of the Company's assets. If
the failure to satisfy the 25%, 20%, or 5% asset tests or the 10% value
limitation results from an acquisition of securities or other property during a
quarter, the failure can be cured by disposition of sufficient nonqualifying
assets within 30 days after the close of that quarter. The Company intends to
maintain adequate records of the value of its assets to maintain compliance with
the asset tests and would attempt to take any available actions within 30 days
after the close of any quarter in an effort to cure any noncompliance with the
25%, 20%, or 5% asset tests or 10% value limitation of which it becomes aware
within that period. If the Company failed to cure noncompliance with the asset
tests within this time period, it would cease to qualify as a REIT. See "--
Failure to Qualify."

   ANNUAL DISTRIBUTION REQUIREMENTS

     The Company, in order to qualify as a REIT, is required to distribute
dividends (other than capital gains dividends) to its shareholders in an amount
at least equal to: (a) the sum of (i) 90% of the Company's "REIT taxable income"
(computed without regard to the dividends paid deduction and the Company's net
capital gain) and (ii) 90% of the net income (after tax), if any, from
foreclosure property; minus (b) the sum of certain items of



                                       22



non-cash income. In addition, if during the applicable Recognition Period, the
Company disposes of any asset with built-in-gain, the Company will be required
to distribute at least 90% of the built-in-gain (after tax), if any, recognized
on the disposition of such asset. Such distribution must be paid in the taxable
year to which it relates, or in the following taxable year if declared before
the Company timely files its tax return for such prior year and if paid on or
before the first regular dividend payment date after such declaration. To the
extent that the Company does not distribute all of its net capital gain or
distributes at least 90%, but less than 100%, of its "REIT taxable income," as
adjusted, it will be subject to tax thereon at regular ordinary and capital
gains corporate tax rates. The Company may elect to retain, rather than
distribute as a capital gain dividend, its net long-term capital gains. If the
Company makes this election, a "Capital Gains Designation," the Company would
pay tax on its retained net long-term capital gains. In addition, to the extent
the Company makes a Capital Gains Designation, a U.S. Shareholder generally
would: (i) include its proportionate share of the Company's undistributed
long-term capital gains in computing its long-term capital gains in its return
for its taxable year in which the last day of the Company's taxable year falls
(subject to certain limitations as to the amount that is includable); (ii) be
deemed to have paid the capital gains tax imposed on the Company on the
designated amounts included in the U.S. Shareholder's long-term capital gains;
(iii) receive a credit or refund for the amount of tax deemed paid by it; (iv)
increase the adjusted basis of its shares by the difference between the amount
of includable gains and the tax deemed to have been paid by it; and (v) in the
case of a U.S. Shareholder that is a corporation, appropriately adjust its
earnings and profits for the retained capital gains in accordance with Treasury
Regulations to be prescribed by the IRS. If the Company should fail to
distribute during each calendar year at least the sum of (i) 85% of its REIT
ordinary income for such year, (ii) 95% of its REIT capital gain income for such
year and (iii) any undistributed taxable income from prior periods, the Company
will be subject to a 4% excise tax on the excess of such required distribution
over the amounts actually distributed.

     The Company intends to make timely distributions sufficient to satisfy this
annual distribution requirement in the future. It is possible that the Company,
from time to time, may not have sufficient cash or other liquid assets to meet
the 90% distribution requirement due to timing differences between the actual
receipt of income and the actual payment of deductible expenses and the
inclusion of such income and deduction of such expenses in arriving at the
taxable income of the Company, or if the amount of nondeductible expenses such
as principal amortization or capital expenditures exceeds the amount of noncash
deductions. In the event that such timing differences occur, in order to meet
the 90% distribution requirement, the Company may find it necessary to arrange
for short-term, or possibly long-term, borrowings to permit the payment of
required dividends or to pay dividends in the form of taxable stock dividends.

     Under certain circumstances, the Company may be able to rectify a failure
to meet the distribution requirement for a certain year by paying "deficiency
dividends" to shareholders in a later year, which may be included in the
Company's deduction for dividends paid for the earlier year. Thus, the Company
may be able to avoid being taxed on amounts distributed as deficiency dividends;
however, the Company will be required to pay to the IRS interest based upon the
amount of any deduction taken for deficiency dividends.

FAILURE TO QUALIFY

     If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable corporate alternative minimum tax) on its taxable
income at regular corporate rates. Such a failure could have an adverse effect
on the market value and marketability of the common stock. Distributions to
shareholders in any year in which the Company fails to qualify will not be
deductible by the Company nor will they be required to be made. In such event,
to the extent of current and accumulated earnings and profits, all distributions
to shareholders will be taxable as ordinary income, and, subject to certain
limitations of the Code, corporate distributees may be eligible for the
dividends received deduction. Unless entitled to relief under specific statutory
provisions, the Company will also be disqualified from taxation as a REIT for
the four taxable years following the year during which qualification was lost.
It is not possible to state whether the Company would be entitled to such
statutory relief.

TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS

     As used in this section, the term U.S. shareholder means a holder of shares
who is (i) a citizen or resident of the United States, (ii) a domestic
corporation, partnership, limited liability company or other entity treated as a


                                       23


corporation or partnership for federal income tax purposes, (iii) an estate
whose income is subject to U.S. federal income tax regardless of its source; or
(iv) a trust if a U.S. court can exercise primary supervision over the trust's
administration and one or more U.S. persons have authority to control all
substantial decisions of the trust.

     So long as the Company qualifies as a REIT, distributions to U.S.
shareholders out of the Company's current or accumulated earnings and profits
that are not designated as capital gain dividends will be taxable as ordinary
income and will not be eligible for the dividends received deduction generally
available for corporations. Distributions in excess of the Company's current and
accumulated earnings and profits will not be taxable to a U.S. shareholder to
the extent that the distributions do not exceed the adjusted tax basis of the
shareholder's shares. Rather, the distributions will reduce the adjusted tax
basis of the shares. Distributions that exceed the U.S. shareholder's adjusted
tax basis in the Company's shares will be taxable as capital gains. For purposes
of determining the portion of distributions on separate classes of shares that
will be treated as dividends for U.S. federal income tax purposes, current or
accumulated earnings and profits will be allocated to distributions resulting
from priority rights of preferred shares before being allocated to other
distributions. If the Company declares a dividend in October, November, or
December of any year with a record date in one of these months and pays the
dividend on or before January 31 of the following year, the Company will be
treated as having paid the dividend, and the shareholder will be treated as
having received the dividend, on December 31 of the year in which the dividend
was declared.

     The Company may elect to designate distributions of the Company's net
capital gain as "capital gain dividends." Capital gain dividends are taxed to
shareholders as gain from the sale or exchange of a capital asset held for more
than one year, without regard to how long the U.S. shareholder has held the
Company's shares. Designations that the Company makes only will be effective to
the extent that they comply with Revenue Ruling 89-81, which requires that
distributions made to different classes of shares be composed proportionately of
dividends of a particular type. If the Company designates any portion of a
dividend as a capital gain dividend, a U.S. shareholder will receive an Internal
Revenue Service Form 1099-DIV indicating the amount that will be taxable to the
shareholder as capital gain. Corporate shareholders, however, may be required to
treat up to 20% of capital gain dividends as ordinary income.

     Instead of paying capital gain dividends, the Company may designate all or
part of its net capital gain as "undistributed capital gain." The Company will
be subject to tax at regular corporate rates on any undistributed capital gain.
A U.S. shareholder (1) will include in its income as long-term capital gains its
proportionate share of such undistributed capital gains and (2) will be deemed
to have paid its proportionate share of the tax paid by the Company on such
undistributed capital gains and receive a credit or refund to the extent that
the tax the Company paid exceeds the U.S. shareholder's tax liability on the
undistributed capital gain and (3) in the case of a U.S. shareholder that is a
corporation, appropriately adjust its earnings and profits for the retained
capital gains in accordance with Treasury Regulations to be prescribed by the
IRS. A U.S. shareholder will increase the basis in its common shares by the
difference between the amount of capital gain included in its income and the
amount of tax it is deemed to have paid. The Company's earnings and profits will
be adjusted appropriately.

     The Company will classify portions of any designated capital gain dividend
or undistributed capital gain as either: (1) a 20% rate gain distribution, which
would be taxable to non-corporate U.S. shareholders at a maximum rate of 20%; or
(2) an "unrecaptured Section 1250 gain" distribution, which would be taxable to
non-corporate U.S. shareholders at a maximum rate of 25%. The Company must
determine the maximum amounts that it may designate as 20% and 25% rate capital
gain dividends by performing the computation required by the Code as if the
Company were an individual whose ordinary income were subject to a marginal tax
rate of at least 28%.

     Distributions that the Company makes and gain arising from the sale or
exchange by a U.S. shareholder of the Company's shares will not be treated as
passive activity income, and as a result, U.S. shareholders generally will not
be able to apply any "passive losses" against this income or gain. In addition,
taxable distributions from the Company generally will be treated as investment
income for purposes of the investment interest limitations. A U.S. shareholder
may elect to treat capital gain dividends and capital gains from the disposition
of shares as investment income for purposes of the investment interest
limitation, in which case the applicable capital gains will be taxed at ordinary
income rates. The Company will notify shareholders regarding the portions of
distributions for each year that constitute ordinary income, return of capital,
capital gain or represent tax preference items to be taken into account for
purposes of computing the alternative minimum tax liability of the shareholders.
U.S. shareholders may not include in their individual income tax returns any of
the Company's net


                                       24


operating losses or capital losses. The Company's operating or capital losses
would be carried over by the Company for potential offset against future income,
subject to applicable limitations.

     Upon any taxable sale or other disposition of shares, a U.S. shareholder
will recognize gain or loss for federal income tax purposes in an amount equal
to the difference between: (1) the amount of cash and the fair market value of
any property received on the sale or other disposition and (2) the holder's
adjusted tax basis in the shares for tax purposes.

     This gain or loss will be a capital gain or loss. The applicable tax rate
will depend on the shareholder's holding period for the asset (generally, if an
asset has been held for more than one year it will produce long-term capital
gain) and the shareholder's tax bracket. The Internal Revenue Service has the
authority to prescribe, but has not yet prescribed, regulations that would apply
a capital gain tax rate of 25% (which is generally higher than the long-term
capital gain tax rates for noncorporate shareholders) to a portion of capital
gain realized by a noncorporate shareholder on the sale of REIT shares that
would correspond to the REIT's "unrecaptured Section 1250 gain." Shareholders
are urged to consult with their tax advisors with respect to their capital gain
tax liability. A corporate U.S. shareholder will be subject to tax at a maximum
rate of 35% on capital gain from the sale of the Company's shares. In general,
any loss recognized by a U.S. shareholder upon the sale or other disposition of
shares that have been held for six months or less, after applying the holding
period rules, will be treated as a long-term capital loss, to the extent of
distributions received by the U.S. shareholder from the Company that were
required to be treated as long-term capital gains.

TAXATION OF TAX-EXEMPT SHAREHOLDERS

     Provided that a tax-exempt shareholder has not held its common shares as
"debt financed property" within the meaning of the Code and the shares are not
otherwise used in a trade or business, distributions from the Company will not
be unrelated business taxable income, referred to as UBTI, to a tax-exempt
shareholder. Similarly, income from the sale of shares will not constitute UBTI
unless the tax-exempt shareholder has held its shares as debt financed property
within the meaning of the Code or has used the shares in a trade or business.

     However, for tax-exempt shareholders that are social clubs, voluntary
employee benefit associations, supplemental unemployment benefit trusts or
qualified group legal services plans exempt from federal income taxation under
Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, or a
single parent title-holding corporation exempt under Section 501(c)(2) the
income of which is payable to any of the aforementioned tax-exempt
organizations, income from an investment in the Company will constitute UBTI
unless the organization properly sets aside or reserves such amounts for
purposes specified in the Code. These tax-exempt shareholders should consult
their tax advisors concerning these "set aside" and reserve requirements.

     Notwithstanding the above, however, a portion of the dividends paid by a
"pension held REIT" are treated as UBTI if received by any trust which is
described in Section 401(a) of the Code, is tax-exempt under Section 501(a) of
the Internal Revenue Code, and holds more than 10%, by value, of the equity
interests in the REIT. Tax-exempt pension funds that are described in Section
401(a) of the Internal Revenue Code are referred to below as "pension trusts."

     A REIT is a pension held REIT if it meets the following two tests: (1) it
qualified as a REIT only by reason of Section 856(h)(3) of the Code, which
provides that stock owned by pension trusts will be treated, for purposes of
determining if the REIT is closely held, as owned by the beneficiaries of the
trust rather than by the trust itself; and (2) either (a) at least one pension
trust holds more than 25% of the value of the REIT's stock, or (b) a group of
pension trusts each individually holding more than 10% of the value of the
REIT's shares, collectively owns more than 50% of the value of the REIT's
shares.

     The percentage of any REIT dividend from a "pension held REIT" treated as
UBTI is equal to the ratio of the gross income of the REIT from unrelated trades
or businesses less direct expenses related to this gross income, treating the
REIT as if it were a pension trust and therefore subject to tax on UBTI, to the
total gross income of the REIT less direct expenses related to the total gross
income. An exception applies where the percentage is less than 5% for any year.
The provisions requiring pension trusts to treat a portion of REIT distributions
as UBTI will not apply if the REIT is able to satisfy the "not closely held
requirement" without relying upon the "look-through" exception for pension
trusts. Based on both the Company's current share ownership and the limitations
on transfer and ownership of shares contained in the Company's organizational
documents, we do not expect to be classified as a pension held REIT.



                                       25



U.S. TAXATION OF NON-U.S. SHAREHOLDERS

     As used in this section, the terms "non-U.S. shareholder" means a holder of
shares that is not a U.S. person for U.S. federal income tax purposes. The
Company's distributions to a non-U.S. shareholder that are neither attributable
to gain from sales or exchanges by the Company of "U.S. real property interests"
nor designated by the Company as capital gains dividends will be treated as
dividends of ordinary income to the extent that they are made out of the
Company's current or accumulated earnings and profits. These distributions
ordinarily will be subject to withholding of U.S. federal income tax on a gross
basis at a rate of 30%, or a lower rate as permitted under an applicable income
tax treaty, unless the dividends are treated as effectively connected with the
conduct by the non-U.S. shareholder of a U.S. trade or business. Under some
treaties, however, lower withholding rates generally applicable to dividends do
not apply to dividends from REITs. Applicable certification and disclosure
requirements must be satisfied to be exempt from withholding under the
effectively connected income exemption. Dividends that are effectively connected
with a trade or business will be subject to tax on a net basis, that is, after
allowance for deductions, at graduated rates, in the same manner as U.S.
shareholders are taxed with respect to these dividends, and are generally not
subject to withholding. Any dividends received by a corporate non-U.S.
shareholder that is engaged in a U.S. trade or business also may be subject to
an additional branch profits tax at a 30% rate, or lower applicable treaty rate.

     Distributions in excess of current and accumulated earnings and profits
that exceed the non-U.S. shareholder's basis in the Company's shares will be
taxable to a non-U.S. shareholder as gain from the sale of shares, which is
discussed below. Distributions in excess of current or accumulated earnings and
profits of the Company that do not exceed the adjusted tax basis of the non-U.S.
shareholder in the Company's shares will reduce the non-U.S. shareholder's
adjusted tax basis in the shares and will not be subject to U.S. federal income
tax, but will be subject to U.S. withholding tax as described below.

     The Company expects to withhold U.S. income tax at the rate of 30% on any
dividend distributions (including distributions that later may be determined to
have been in excess of current and accumulated earnings and profits) made to a
non-U.S. shareholder unless: (1) a lower treaty rate applies and the non-U.S.
shareholder files an Internal Revenue Service Form W-8BEN evidencing eligibility
for that reduced treaty rate with the Company; or (2) the non-U.S. shareholder
files an Internal Revenue Service Form W-8ECI with the Company claiming that the
distribution is effectively connected income.

     The Company may be required to withhold at least 10% of any distribution in
excess of the Company's current and accumulated earnings and profits, even if a
lower treaty rate applies and the non-U.S. shareholder is not liable for tax on
the receipt of that distribution. However, a non-U.S. shareholder may seek a
refund of these amounts from the Internal Revenue Service if the non-U.S.
shareholder's U.S. tax liability with respect to the distribution is less than
the amount withheld.

     Distributions to a non-U.S. shareholder that the Company designates at the
time of the distribution as capital gain dividends, other than those arising
from the disposition of a U.S. real property interest, generally should not be
subject to U.S. federal income taxation unless: (1) the investment in the shares
is effectively connected with the conduct of the non-U.S. shareholder's U.S.
trade or business, in which case the non-U.S. shareholder will be subject to the
same treatment as U.S. shareholders on any gain, except that a shareholder that
is a foreign corporation also may be subject to the 30% branch profits tax, as
discussed above, or (2) the non-U.S. shareholder is a nonresident alien
individual who is present in the U.S. for 183 days or more during the taxable
year and has a "tax home" in the U.S., in which case the nonresident alien
individual will be subject to a 30% tax on the individual's capital gains.

     Under the Foreign Investment in Real Property Tax Act, which is referred to
as "FIRPTA," distributions to a non-U.S. shareholder that are attributable to
gain from sales or exchanges by the Company of U.S. real property interests,
whether or not designated as a capital gain dividend, will cause the non-U.S.
shareholder to be treated as recognizing gain that is income effectively
connected with a U.S. trade or business. Non-U.S. shareholders will be taxed on
this gain at the same rates applicable to U.S. shareholders, subject to a
special alternative minimum tax in the case of nonresident alien individuals.
Also, this gain may be subject to a 30% branch profits tax in the hands of a
non-U.S. shareholder that is a corporation.

     The Company will be required to withhold and remit to the Internal Revenue
Service 35% of any distributions to foreign shareholders that are designated as
capital gain dividends, or, if greater, 35% of a


                                       26


distribution that could have been designated as a capital gain dividend.
Distributions can be designated as capital gains to the extent of the Company's
net capital gain for the taxable year of the distribution. The amount withheld
is creditable against the non-U.S. shareholder's United States federal income
tax liability.

     Although the law is not clear on the matter, it appears that amounts the
Company designates as undistributed capital gains in respect of the common
shares held by U.S. shareholders generally should be treated for non-U.S.
shareholders in the same manner as actual distributions by the Company of
capital gain dividends. Under that approach, the non-U.S. shareholders would be
able to offset as a credit against their United States federal income tax
liability resulting from reporting the capital gain their proportionate share of
the tax paid by the Company on the undistributed capital gains, and to receive
from the Internal Revenue Service a refund to the extent their proportionate
share of this tax paid by the Company were to exceed their actual United States
federal income tax liability.

     Gain recognized by a non-U.S. shareholder upon the sale or exchange of the
Company's shares generally would not be subject to United States taxation
unless: (1) the investment in the Company's shares is effectively connected with
the conduct of the non-U.S. shareholder's U.S. trade or business, in which case
the non-U.S. shareholder will be subject to the same treatment as domestic
shareholders as to any gain; (2) the non-U.S. shareholder is a nonresident alien
individual who is present in the United States for 183 days or more during the
taxable year and has a tax home in the United States, in which case the
nonresident alien individual will be subject to a 30% tax on the individual's
net capital gains for the taxable year; or (3) the Company's shares constitute a
U.S. real property interest within the meaning of FIRPTA, as described below.

     The Company's shares will not constitute a U.S. real property interest if
the Company is a domestically controlled REIT. The Company will be a
domestically-controlled REIT if, at all times during the 5 year period,
preceding a sale or exchange of stock, less than 50% in value of the Company's
stock is held directly or indirectly by non-U.S. shareholders. The Company
believes that it currently is not a domestically controlled REIT because
Security Capital U.S. Realty, a foreign company, beneficially owned in excess of
50% in value of the Company's shares until January 16, 2001, when beneficial
ownership of those shares was acquired by Security Capital, a Maryland
corporation. Therefore, the sale of the Company's shares may currently be
subject to taxation under FIRPTA. The Company believes, however, that at the
present time less than 50% in value of the Company's stock is held directly or
indirectly by non-U.S. shareholders and hence, the Company may become
domestically-controlled in the future. Because the Company's shares are publicly
traded, however, the Company cannot guarantee that the Company will become a
domestically controlled REIT. Even if the Company does not qualify as a
domestically controlled REIT at the time a non-U.S. shareholder sells the
Company's shares, gain arising from the sale still would not be subject to
FIRPTA tax if: (1) the class or series of shares sold is considered regularly
traded under applicable treasury regulations on an established securities
market, such as the NYSE; and (2) the selling non-U.S. shareholder owned,
actually or constructively, 5% or less in value of the outstanding class or
series of shares being sold throughout the five-year period ending on the date
of the sale or exchange.

     If gain on the sale or exchange of the Company's shares were subject to
taxation under FIRPTA, the non-U.S. shareholder would be subject to regular U.S.
income tax as to any gain in the same manner as a taxable U.S. shareholder,
subject to any applicable alternative minimum tax and special alternative
minimum tax in the case of nonresident alien individuals.

OTHER TAX CONSEQUENCES

     The Company and its security holders may be subject to state or local
taxation in various state or local jurisdictions, including those in which it or
they transact business or reside. The state and local tax treatment of the
Company and its security holders may not conform to the federal income tax
consequences discussed above. Consequently, prospective security holders should
consult their own tax advisors regarding the effect of state and local tax laws
on an investment in the Company.

BACKUP WITHHOLDING

   U.S. SHAREHOLDERS

     The Company will report to its domestic shareholders and to the IRS the
amount of dividends paid during


                                       27


each calendar year, and the amount of tax withheld, if any. Under the backup
withholding rules, a shareholder may be subject to backup withholding at the
rate of 30% (29% for 2004-2005) with respect to dividends paid unless such
shareholder (a) is a corporation or another form of entity exempt from backup
withholding and, when required, demonstrates this fact, or (b) provides a
taxpayer identification number, certifies to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the backup
withholding rules. A shareholder that does not provide the Company with a
correct taxpayer identification number may also be subject to penalties imposed
by the IRS. Any amount paid as backup withholding will be creditable against the
shareholder's income tax liability. In addition, the Company may be required to
withhold a portion of capital gain distributions to any shareholders who fail to
certify their non-foreign status to the Company.

   NON-U.S. SHAREHOLDERS

     Generally, information reporting will apply to payments of distributions on
the Company's shares, and backup withholding at a rate of 30% (29% for
2004-2005) may apply, unless the payee certifies that it is not a U.S. person or
otherwise establishes an exemption.

     The payment of the proceeds from the disposition of Company shares to or
through the U.S. office of a U.S. or foreign broker will be subject to
information reporting and, possibly, backup withholding unless the non-U.S.
shareholder certifies as to its non-U.S. status or otherwise establishes an
exemption, provided that the broker does not have actual knowledge that the
shareholder is a U.S. person or that the conditions of any other exemption are
not, in fact, satisfied. The proceeds of the disposition by a non-U.S.
shareholder of Company shares to or through a foreign office of a broker
generally will not be subject to information reporting or backup withholding.
However, if the broker is a U.S. person, a controlled foreign corporation for
U.S. tax purposes, or a foreign person 50% or more of whose gross income from
all sources for specified periods is from activities that are effectively
connected with a U.S. trade or business, information reporting generally will
apply unless the broker has documentary evidence as to the non-U.S.
shareholder's foreign status and has no actual knowledge to the contrary.

     Applicable treasury regulations provide presumptions regarding the status
of shareholders when payments to the shareholders cannot be reliably associated
with appropriate documentation provided to the payer. Because the application of
these treasury regulations varies depending on the shareholder's particular
circumstances, you are urged to consult your tax advisor regarding the
information reporting requirements applicable to you.



                                       28



                                  LEGAL MATTERS

     The validity of the common stock and certain tax matters described under
"Federal Income Tax Considerations" will be passed upon for Regency by Foley &
Lardner, Jacksonville, Florida. Attorneys with Foley & Lardner representing
Regency with respect to this offering beneficially owned approximately 7,800
shares of our common stock as of the date of this prospectus.

                                     EXPERTS

     The consolidated financial statements and schedule of Regency Centers
Corporation as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, independent accountants, also incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing. The audit report
covering the December 31, 2002 financial statements refers to the Company's
adoption of Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." To the extent that KPMG LLP
audits and reports on consolidated financial statements of Regency Centers
Corporation issued at future dates, and consents to the use of its report
thereon, such consolidated financial statements also will be incorporated by
reference in the registration statement in reliance upon its reports and said
authority.


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                           REGENCY CENTERS CORPORATION

                                  COMMON STOCK


                             [REGENCY CENTERS LOGO]


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                              PROSPECTUS SUPPLEMENT

                                  JUNE 18, 2003

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