REGENCY REALTY CORP
PRE 14A, 1998-03-30
REAL ESTATE INVESTMENT TRUSTS
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                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the 
                        Securities Exchange Act of 1934 
                               (Amendment No. ___)

   Filed by the Registrant [X]
   Filed by a Party other than the Registrant [  ]

   Check the appropriate box:

   [X ] Preliminary Proxy Statement             [  ] Confidential, for Use of
                                                     the Commission Only (as
                                                     permitted by Rule 14a-
                                                     6(e)(2))
   [  ] Definitive Proxy Statement
   [  ] Definitive Additional Materials
   [  ] Soliciting Material Pursuant to Section  240.14a-11(c) or Section 
        240.14a-12

                           Regency Realty Corporation
                (Name of Registrant as Specified in its Charter)

   Payment of Filing Fee (Check the appropriate box):

   [X]  No fee required.

   [  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
        11.

        1)  Title of each class of securities to which transaction applies:

        2)  Aggregate number of securities to which transaction applies:

        3)  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

        4)  Proposed maximum aggregate value of transaction:

        5)  Total fee paid:

   [  ] Fee paid previously with preliminary materials.

   [  ] Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the offsetting
        fee was paid previously.  Identify the previous filing by
        registration statement number, or the Form or Schedule and the date
        of its filing.

        1)  Amount Previously Paid:

        2)  Form, Schedule or Registration Statement No.:

        3)  Filing Party:

        4)  Date Filed:

   <PAGE>
                                Preliminary Copy


                           Regency Realty Corporation

                                 _______________

                           NOTICE AND PROXY STATEMENT
                                 _______________

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 26, 1998


   TO THE HOLDERS OF COMMON STOCK:

        PLEASE TAKE NOTICE that the annual meeting of shareholders of Regency
   Realty Corporation (the "Company") will be held on Tuesday, May 26, 1998,
   at 11:00 A.M., local time, at the Omni Jacksonville Hotel, 245 Water
   Street, Jacksonville, Florida.

        The meeting will be held for the following purposes:

        1.   To elect one Class III Director, one Class I Director and four
             Class II Directors to serve terms expiring at the annual meeting
             of shareholders to be held in 1999, 2000 and 2001, respectively,
             and until their successors have been elected and qualified.

        2.   To consider and vote on a proposed amendment to the Company's
             Articles of Incorporation that would apply to the Company's
             major beneficial shareholder, Security Capital U.S. Realty and
             its subsidiary (collectively, "SC-USREALTY"), the same transfer
             restrictions that currently apply to all other Non-U.S. Persons
             (as defined in the Articles of Incorporation).

        3.   To transact such other business as may properly come before the
             meeting or any adjournment thereof.

        The shareholders of record at the close of business on April 8, 1998
   will be entitled to vote at the annual meeting.

        It is hoped you will be able to attend the meeting, but in any event
   we would appreciate your dating, signing and returning the enclosed proxy
   as promptly as possible.  If you are able to be present at the meeting,
   you may revoke your proxy and vote in person.

                                 By Order of the Board of Directors,



                                 J. Christian Leavitt
                                 Vice President, Secretary 
                                   and Treasurer
   Dated:   April ___, 1998

   <PAGE>
                                TABLE OF CONTENTS

                                                                         Page

   VOTING SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . .    1
        Standstill . . . . . . . . . . . . . . . . . . . . . . . . . . .    4

   PROPOSAL 1:  ELECTION OF DIRECTORS  . . . . . . . . . . . . . . . . .    6
        Compensation Committee Report on Executive Compensation  . . . .   14
        Annual Component . . . . . . . . . . . . . . . . . . . . . . . .   15
        Long-Term Component  . . . . . . . . . . . . . . . . . . . . . .   15
        Comparative Stock Performance  . . . . . . . . . . . . . . . . .   17
        Executive Compensation . . . . . . . . . . . . . . . . . . . . .   18
        Compensation Committee Interlocks and Insider Participation  . .   21
        Certain Transactions . . . . . . . . . . . . . . . . . . . . . .   21

   PROPOSAL 2:  TO AMEND ARTICLES OF INCORPORATION
             TO FACILITATE CONTINUED QUALIFICATION AS A
             DOMESTICALLY CONTROLLED REIT  . . . . . . . . . . . . . . .   24

   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS  . . . . . . . . . . . . . .   26

   OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

   SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . .   26

   ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

   EXPENSES OF SOLICITATION  . . . . . . . . . . . . . . . . . . . . . .   26

   APPENDIX A

   <PAGE>
                           Regency Realty Corporation

                       121 West Forsyth Street, Suite 200
                          Jacksonville, Florida  32202

                                 _______________

                      PROXY STATEMENT FOR ANNUAL MEETING OF
                      SHAREHOLDERS TO BE HELD MAY 26, 1998


        This Proxy Statement and the enclosed form of proxy are first being
   sent to shareholders of Regency Realty Corporation on or about April ___,
   1998 in connection with the solicitation by the Company's Board of
   Directors of proxies to be used at the 1998 annual meeting of shareholders
   of the Company.  The meeting will be held on Tuesday, May 26, 1998, at
   11:00 A.M., local time, at the Omni Jacksonville Hotel, 245 Water Street,
   Jacksonville, Florida.

        The Board of Directors has designated Martin E. Stein, Jr. and Bruce
   M. Johnson, and each or either of them, as proxies to vote the shares of
   Common Stock solicited on its behalf.  If the enclosed form of proxy is
   executed and returned, it may nevertheless be revoked at any time insofar
   as it has not been exercised by (i) giving written notice to the Secretary
   of the Company, (ii) delivery of a later dated proxy, or (iii) attending
   the meeting and voting in person.  The shares represented by the proxy
   will be voted unless the proxy is mutilated or otherwise received in such
   form or at such time as to render it not votable.

        If necessary, the holders of the proxies may vote in favor of a
   proposal to adjourn the meeting to permit further solicitation of proxies
   in order to obtain sufficient votes to approve any of the matters being
   considered at the meeting.  If the meeting is adjourned for any reason, at
   any subsequent reconvening of the meeting all proxies may be voted in the
   same manner as such proxies would have been voted at the original
   convening of the meeting (except for any proxies that have heretofore
   effectively been revoked or withdrawn).


                                VOTING SECURITIES

        The record of shareholders entitled to vote was taken at the close of
   business on April 8, 1998.  At such date, the Company had outstanding and
   entitled to vote 24,865,205 shares of Common Stock, $.01 par value.  Each
   share of Common Stock entitles the holder to one vote.  Holders of a

   majority of the outstanding Common Stock must be present in person or
   represented by proxy to constitute a quorum at the annual meeting.

        The Company is a Florida corporation the principal shareholders of
   which consist of members of the Stein family, who founded the Company, and
   the Company's major investor, Security Capital U.S. Realty ("SC-
   USREALTY").  The following table shows certain information relating to the
   beneficial ownership as of April 8, 1998 of (i) each person known to the
   Company to be the beneficial owner of more than 5% of the Company's Common
   Stock, which is the only outstanding class of voting securities of the
   Company, (ii) each Director and nominee, (iii) each of the named executive
   officers shown in the Summary Compensation Table elsewhere in this proxy
   statement, and (iv) all Directors and executive officers as a group. 
   Except as otherwise indicated, the shareholders listed exercise sole
   voting and dispositive power over the shares.

                                                                Percent
                                   Amount and Nature of        of Voting
       Beneficial Owner(1)         Beneficial Ownership        Securities(2)
       -------------------         --------------------        -------------

    Security Capital U.S.             11,284,439                  45.4%
    Realty(3)  (SC-USREALTY)

    LaSalle Advisors Limited           1,804,730                   7.3%
    Partnership(4)                                   


    Joan W. Stein(5)                     589,090(6)(7)    )

    Martin E. Stein, Jr.(5)              762,783(6)(8)(9) )        3.1%(10)

    Richard W. Stein(11)                 578,627(6)(12)   )


    Edward L. Baker                       14,672(13)                 *

    Raymond L. Bank                        1,611(13)                 *

    A.R. Carpenter                        12,928(13)                 *

    J. Dix Druce, Jr.                     30,919(13)                 *

    Albert Ernest, Jr.                    13,696(13)                 *

    Douglas S. Luke                       14,504(13)                 *

    J. Alexander Branch III              152,201(14)                 *

    Mary Lou Rogers                          833                     *

    Jonathan L. Smith                        686                     *

    Lee S. Wielansky                      45,459(16)                 *

    Bruce M. Johnson                      93,217(9)(17)              *

    Robert C. Gillander, Jr.              89,080(17)                 *

    James D. Thompson                     79,504(17)                 *

    All Directors, nominees            1,183,373(18)               4.8%
    for Director and executive 
    officers as a group (a 
    total of 16 persons)

   ______________________________
   Footnotes appear on page 3.


   ________________________
   *  Less than one percent.
   (1)   Information presented in this table and related notes has been
         obtained from the beneficial owner and from reports filed by the
         beneficial owner with the Securities and Exchange Commission
         pursuant to Section 13 of the Securities Act of 1934.
   (2)   The percentages shown on the above table do not take into account
         the shares of Common Stock issuable upon conversion of the Company's
         Class B Non-Voting Stock (the "Class B Stock").  The Company has
         outstanding a total of 2,500,000 shares of Class B Stock held by a
         single institutional investor which are convertible into Common
         Stock at the holder's option beginning December 20, 1998, subject to
         certain numerical limitations, including a requirement that
         conversion not result in the holder being the beneficial owner of
         more than 4.9% of the Company's outstanding Common Stock.  The Class
         B Stock will be immediately convertible into Common Stock in full
         upon the occurrence of certain extraordinary events or defaults,
         including certain changes in management.  A total of 2,975,468
         shares of Common Stock are issuable upon conversion of the Class B
         Stock.  Based on the number of shares of Common Stock outstanding on
         the record date for the annual meeting (and assuming no other
         changes), the 2,975,468 shares of Common Stock issuable upon
         conversion of the Class B Stock would constitute approximately 10.7%
         of the Common Stock outstanding immediately following conversion.
   (3)   The business address of Security Capital U.S. Realty is 69, route
         d'Esch, L-1470 Luxembourg.
   (4)   The business address of LaSalle Advisors Limited Partnership is 11
         South LaSalle Street, Chicago, Illinois  60603.
   (5)   The business address of Joan W. Stein and Martin E. Stein, Jr. is
         121 West Forsyth Street, Suite 200, Jacksonville, Florida 32202.
   (6)   Includes 160,263 shares held through The Regency Group, Inc. The
         named individual is deemed to have shared voting and investment
         power over these shares by virtue of testamentary trusts and a
         voting trust of which the Steins and John D. Baker, II are trustees,
         which trusts own 100% of the voting stock of The Regency Group, Inc.
         Also includes: 307,147 shares and 108,235 shares owned through two
         family partnerships, The Regency Group II and Regency Square II,
         respectively. The general partners of The Regency Group II and
         Regency Square II are the Steins and a testamentary trust of which
         the Steins and Mr. Baker are trustees. 
   (7)   Also includes 13,445 shares owned individually by Joan W. Stein.
   (8)   Also includes 187,138 shares owned by Martin E. Stein, Jr. and
         34,444 shares subject to presently exercisable options.
   (9)   Excludes 46,691 shares held by the Company's 401(k) plan, of which
         Messrs. Martin E. Stein, Jr. and Johnson are trustees.  The trustees
         have shared voting power over these shares.
   (10)  The 762,783 shares over which Martin E. Stein, Jr. has sole or
         shared voting and investment power as described in notes (6) and (8)
         represent, in the aggregate, 3.1% of the outstanding voting
         securities of the Company.  Percentages are omitted for the other
         members of the Stein family to avoid double counting.
   (11)  The business address of Richard W. Stein is 76 S. Laura Street,
         Suite 1400, Jacksonville, Florida 32201.
   (12)  Also includes 2,982 shares owned individually by Richard W. Stein.
   (13)  Includes the following shares covered by presently exercisable
         options:  Mr. Baker, 5,000 shares; Mr. Branch, 2,000 shares; Mr.
         Carpenter, 5,000 shares; Mr. Druce, 5,000 shares; Mr. Ernest, 5,000
         shares; and Mr. Luke, 5,000 shares.
   (14)  Includes 81,033 shares issuable upon redemption of limited
         partnership units held by Mr. Branch and 2,228 shares issuable upon
         redemption of limited partnership units held by Mr. Branch's wife as
         trustee for the benefit of their children.  
   (15)  Nominee for Director.
   (16)  Represents units of limited partnership interest in Regency Centers,
         L.P. which may be redeemed at any time for a like number of shares
         of the Company's Common Stock.
   (17)  Includes the following shares covered by presently exercisable
         options: Mr. Johnson, 11,802 shares; Mr. Gillander, 11,802 shares;
         and Mr. Thompson, 10,143 shares.
   (18)  Includes 95,191 shares subject to presently exercisable options.  

   Standstill

        SC-USREALTY has agreed to a five-year "standstill" (renewable for
   additional one-year terms) in its Stockholders Agreement with the Company,
   as amended.  A "standstill" is an agreement by a shareholder to refrain
   from changing its position, most frequently involving an agreement not to
   acquire additional shares and/or not to take certain actions relating to
   management or control, such as replacing one or more members of the board
   of Directors.  Under the terms of SC-USREALTY's standstill, SC-USREALTY
   may not, among other things, (i) acquire more than 45% of the Company's
   outstanding Common Stock on a fully diluted basis, (ii) transfer shares in
   a negotiated transaction that would result in any transferee beneficially
   owning more than 9.8% of the Company's capital stock unless the Company
   approves the transfer, in its sole discretion, (iii) act in concert with
   any third parties as part of a 13D group, or (iv) seek to change the
   composition or size of the Board of Directors (except as provided in the
   Stockholders Agreement with respect to SC-USREALTY's representation on the
   Board).  During the standstill term, SC-USREALTY is generally required to
   vote its shares of Common Stock in accordance with the recommendation of
   the Company's Board of Directors or proportionally in accordance with the
   vote of the other holders of the Common Stock except with respect to the
   election of SC-USREALTY's nominees to the Company's Board (as to which SC-
   USREALTY can vote its shares in its sole discretion) and with respect to
   any amendment to the Company's Articles of Incorporation or Bylaws that
   would reasonably be expected to materially adversely affect SC-USREALTY
   and certain extraordinary matters (as to which SC-USREALTY may vote Common
   Stock owned by it, not to exceed 40% of the outstanding shares, in its
   sole discretion). 

        SC-USREALTY's standstill requires it to vote at the annual meeting
   for the Board of Directors' nominees (other than SC-USREALTY's
   representatives) or vote proportionally for such nominees in accordance
   with the vote of the other shareholders.  

        SC-USREALTY's standstill provides for automatic termination prior to
   the end of its stated term upon the occurrence of certain events,
   including the acquisition by another person or group of 9.8% or more of
   the voting power of the Company's outstanding voting securities.  In June
   1997, Opportunity Capital Partners II Limited Partnership, a Maryland
   limited partnership ("OCP"), acquired beneficial ownership of more than
   9.8% of the Common Stock following its exercise of certain redemption
   rights.  SC-USREALTY agreed that the standstill will not be terminated by
   OCP's exercise of redemption rights so long as the shares acquired by OCP
   are held directly and beneficially by OCP.  The waiver of the termination
   of the standstill also extends to (i) 225,930 shares beneficially owned
   for various managed accounts by ABKB/LaSalle Securities Limited, an
   affiliate of OCP's general partner ("ABKB/LaSalle") (including 32,200
   shares held in a discretionary account for the benefit of OCP's limited
   partner), but only to the extent that such shares are continuously held in
   each such account, and (ii) up to 4.9% of the outstanding Common Stock
   beneficially owned as a result of the conversion of Class B Stock, which
   is beneficially owned by an affiliate of ABKB/LaSalle for another client. 
   However, the waiver will terminate as to all the shares described above if
   OCP, ABKB/LaSalle, any other affiliate of OCP, or any member of a group of
   which OCP is a member acquires beneficial ownership of any additional
   voting securities of the Company or takes any other actions that would
   otherwise result in the termination of the standstill.

        During the standstill period, OCP has agreed with the Company that
   OCP will not, and OCP and ABKB/LaSalle have agreed that they will not,
   cause other managed accounts for OCP's limited partner (collectively with
   OCP, the "OCP Accounts") to acquire additional shares (i) so long as OCP
   continues to beneficially own more than 9.8% of the Common Stock, on a
   diluted basis, or (ii) thereafter if, after giving effect to the
   acquisitions, the OCP Accounts would own more than 9.8% of the Common
   Stock, on a diluted basis.  However, neither ABKB/LaSalle nor any of its
   affiliates is so bound with respect to any of their other clients or
   accounts.  Accordingly, if ABKB/LaSalle becomes the beneficial owner of
   any shares that are not exempted from the standstill waiver as described
   above (or if any of the exempted shares are transferred between
   ABKB/LaSalle affiliates even though their aggregate beneficial ownership
   does not increase), then all shares beneficially owned by OCP,
   ABKB/LaSalle and their affiliates will be counted in determining whether
   SC-USREALTY's standstill has terminated.  If after any such event such
   persons then beneficially own more than 9.8% of the outstanding Common
   Stock, the standstill will terminate, and SC-USREALTY will not be
   restricted in the voting of the shares that it owns or in any other action
   that it might take as a shareholder of the Company.

                       PROPOSAL 1:  ELECTION OF DIRECTORS

        The Company's Amended and Restated Articles of Incorporation divide
   the Board of Directors into three classes, as nearly equal as possible. 
   At the meeting, one Class I Director will be elected to serve for a term
   of two years and until his successor is elected and qualified, one Class
   III Director will be elected to serve for a term of one year and until his
   successor is elected and qualified; and four Class II Directors will be
   elected to serve for a term of three years and until their successors are
   elected and qualified.  The Board of Directors has nominated Lee S.
   Wielansky, who was recently elected to the Board in connection with the
   acquisition of the real estate assets of the Midland Group, and Jonathan
   L. Smith, who was recently elected to the seat of the Board vacated by
   Robert S. Underhill, to stand for election as Class I and Class III
   Directors, respectively.  The Board of Directors also has nominated Martin
   E. Stein, Jr., Raymond L. Bank, A.R. Carpenter, and J. Dix Druce, Jr., to
   stand for election as Class II Directors.  Directors will be elected by a
   plurality of votes cast by shares entitled to vote at the meeting.

        The accompanying proxy will be voted, if authority to do so is not
   withheld, for the election as Directors of each of the Board's nominees. 
   Each nominee is presently available for election.  If any nominee should
   become unavailable, which is not now anticipated, the persons voting the
   accompanying proxy may in their discretion vote for a substitute.  

        Information concerning all incumbent Directors and all nominees for
   Director, based on data furnished by them, is set forth below.  Martin E.
   Stein, Jr. and Richard W. Stein are brothers, and Joan W. Stein is their
   mother.  Mr. Smith and Ms. Rogers have been designated by SC-USREALTY as
   its representatives to the Company's Board of Directors pursuant to a
   Stockholders Agreement between the Company and SC-USREALTY, which gives
   SC-USREALTY the right, under certain circumstances, to nominate for
   election by shareholders its proportionate share of the members of the
   Board (but generally not fewer than two, nor more than 49% of the
   Directors).  Mr. Bank has been designated by OCP as its representative to
   the Company's Board of Directors.  OCP will retain the right to nominate
   one member of the Board so long as it retains the shares of Common Stock
   received in connection with the acquisition of assets of Branch
   Properties, L.P.

             The Board of Directors of the Company recommends a vote "for"
   the election of each of its nominees.  Proxies solicited by the Board will
   be so voted unless shareholders specify in their proxies a contrary
   choice.

<TABLE>
<CAPTION>
                                                                       Shares of
                                                                        Company
                                                        Year          Common Stock
                     Class/     Positions with the      First             Owned
                    Current     Company; Principal      Became      Beneficially as of
                      Term      Occupations During     Director        March 1, 1998
       Name         Expires   Past Five Years; Other    of the             (% of
       Age            (1)          Directorships       Company           Class)(2)
       ----         -------   ----------------------   --------     -------------------

    <S>              <C>                                 <C>             <C>
    Joan W. Stein    Class    Director of the            1993            589,090(3)
         (69)         III     Company; retired as                         (2.4%)
                      1999    Chairman of the
                              Company in 1997;
                              Chairman since 1968 of
                              The Regency Group,
                              Inc. ("TRG"), which
                              transferred
                              substantially all the
                              assets of its real
                              estate division to the
                              Company upon the
                              closing of the
                              Company's initial
                              public offering in
                              November 1993; retired
                              as a Director of
                              Barnett Bank of
                              Jacksonville, N.A. in
                              1995.

    Martin E.        Class    Chairman of the Board      1993            762,783(3)(4)
    Stein, Jr.*#       II     since June 1997,                            (3.1%)
         (45)         1998    President, Chief    
                              Executive Officer and                         
                              Director of the
                              Company since 1993;
                              President and Chief
                              Executive Officer of
                              TRG since 1988 and
                              President of TRG's
                              real estate division
                              since 1981; Director
                              of FRP Properties,
                              Inc., a publicly held
                              transportation and
                              real estate company.

    Richard W.      Class I   President and Chief                        578,627(3) 
    Stein             2000    Executive Officer of                        (2.3%)
         (42)                 Palmer & Cay of                                 
                              Florida, Inc., an                             
                              insurance agency,
                              since 1993; Executive
                              Vice President and
                              Director of TRG, 1989
                              to present.

    Douglas S.      Class I   Director of the            1993             14,504(5)
    Luke!              2000    Company; President and
         (56)                 Chief Executive
                              Officer since 1991 of
                              WLD Enterprises, Inc.,
                              a Ft. Lauderdale,
                              Florida based
                              diversified private
                              investment and
                              management company
                              with interests in
                              securities, real
                              estate and operating
                              businesses; Managing
                              Director of Rothschild
                              Inc./Rothschild
                              Ventures from 1987 to
                              1990; Director of
                              Orbital Sciences
                              Corporation, a space
                              systems company, and
                              Westvaco Corporation,
                              a diversified paper
                              and chemicals manu-
                              facturing company.

    Mary Lou        Class I   Managing Director of       1997                833
    Rogers-#          2000    SC-USREALTY Strategic
         (46)                 Group Incorporated, an
                              affiliate of SC-
                              USREALTY, since March
                              1997, responsible for
                              developing retail
                              operating systems for
                              retailing-related
                              initiatives for SC-
                              USREALTY Strategic
                              Group Incorporated's
                              clients; Senior Vice
                              President, Director of
                              Stores-New England,
                              for Macy's
                              East/Federated
                              Department Stores from
                              1994 to March 1997;
                              Senior Vice President,
                              Director of Stores for
                              Henri Bendels from
                              1993 to 1994; Senior
                              Vice President,
                              Regional Director of
                              Stores for the
                              Burdines Division of
                              Federated Department
                              Stores, from 1991 to
                              1993.

    Lee S.          Class I   Director of the            1998             45,459
    Wielansky       nominee   Company; Managing
         (47)         (for    Director - Midwestern
                      term    Investment Group of
                   expiring   the Company; President
                     2000)    and Chief Executive
                              Officer of Midland
                              Development Group from
                              1983 to 1998 until its
                              assets were acquired
                              by the Company;
                              Director of Allegiant
                              Bancorp, Inc. since
                              1990.

    Raymond L.       Class    Director of the            1997              1,611
    Bank               II     Company; President and
         (44)         1998    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; President,
                              Raymond L. Bank
                              Associates, Inc., a
                              consulting firm
                              serving a diverse
                              clientele in corporate
                              development, retail,
                              and direct marketing
                              strategies, since
                              1991; Director,
                              OfficeMax, Inc., since
                              1994.

    A. R.            Class    Director of the            1993             12,928(5) 
    Carpenter-#        II     Company; President and                        
         (56)         1998    Chief Executive
                              Officer (since January
                              1992) of CSX
                              Transportation, Inc.,
                              with which he has held
                              a variety of positions
                              since 1962, including
                              Executive Vice
                              President-Sales and
                              Marketing (from 1989
                              to 1992); Director of
                              NationsBank Corp.
                              since January 1998,
                              Florida Rock
                              Industries, Inc.,
                              Stein Mart, Inc., a
                              Jacksonville based
                              discount retailer, and
                              American Heritage Life
                              Insurance Company,
                              Director of Barnett
                              Banks, Inc., a
                              Jacksonville based
                              bank holding company,
                              and its affiliate,
                              Barnett Bank of
                              Jacksonville, N.A.,
                              prior to its
                              acquisition by 
                              NationsBank Corp.

    J. Dix Druce,    Class    Director of the            1993             30,919(5) 
    Jr.!               II     Company; President and                        
         (50)         1998    Chairman of the Board
                              of Life Service Corp.,
                              Inc., a life insurance
                              management company,
                              since 1988; President
                              and Director of
                              American Merchants
                              Life Insurance Company
                              and its parent, AML
                              Acquisition Company,
                              since October 1992;
                              President and Director
                              (Chairman from May
                              1989 to July 1991) of
                              National Farmers Union
                              Life Insurance Company
                              from 1987 to 1991;
                              President and Director
                              of Loyalty Life
                              Insurance Company and
                              NFU Acquisition
                              Company from 1987 to
                              1991; Director of
                              American National Bank
                              of Florida.

    Edward L.        Class    Director of the            1993             14,672(5)
    Baker-#           III     Company; Chairman of
         (63)         1999    the Board of Florida
                              Rock Industries, Inc.,
                              a publicly held
                              construction materials
                              company listed on the
                              New York Stock
                              Exchange, and its
                              affiliate, FRP
                              Properties, Inc.,
                              since May 1989 and
                              President from 1967 to
                              May 1989; Director of
                              American Heritage Life
                              Insurance Company,
                              based in Jacksonville,
                              Florida, and Flowers
                              Industries, a producer
                              of baked goods located
                              in Thomasville,
                              Georgia.

    J. Alexander     Class    Founder, Chairman and      1997             68,940
    Branch III        III     Chief Executive
         (56)         1999    Officer for more than
                              five years of Branch
                              Properties, L.P. and
                              predecessors, prior to
                              the transfer by it of
                              substantially all its
                              assets to a
                              partnership controlled
                              by the Company.

    Albert Ernest,   Class    Director of the            1993             13,696(5) 
    Jr.-#             III     Company; President of                         
         (67)         1999    Albert Ernest
                              Enterprises, a
                              consulting and
                              investment firm;
                              Director of Barnett
                              Banks, Inc., from 1982
                              until 1991, President
                              and Chief Operating
                              Officer from November
                              1988 until his
                              retirement in 1991,
                              and Vice Chairman from
                              1984 to 1988; Director
                              of Florida Rock
                              Industries, Inc., and
                              its affiliate, FRP
                              Properties, Inc.,
                              Stein Mart, Inc., a
                              publicly held discount
                              apparel chain based in
                              Jacksonville, Florida,
                              Emerald Funds and
                              Wickes Lumber Co., a
                              publicly held retailer
                              and distributor of
                              building materials.

    Jonathan L.      Class    Director of the            1998                686
    Smith!             III     Company; Senior Vice
         (45)       nominee   President, SC-USREALTY
                      (for    Global Strategic Group
                      term    since June, 1997,
                   expiring   where he is
                     2001)    responsible for
                              overseeing strategic
                              investments in retail
                              companies such as the
                              Regency Realty,
                              Pacific Retail Trust,
                              Urban Growth Property
                              Trust, and City Center
                              Retail Trust; Managing
                              Director of Citicorp
                              Real Estate, Inc.
                              overseeing remedial
                              management of the US
                              Commercial Real Estate
                              business from 1990 to
                              1997.

   _________________________
   *  Member of the Executive Committee, any meeting of which also must
      include any one of the outside Directors, and one of the Directors
      representing SC-USREALTY.
   !  Member of the Audit Committee.
   -  Member of the Compensation Committee.
   #  Member of the Nominating Committee.

   (1)   The Company's Amended and Restated Articles of Incorporation divide
         the Board of Directors into three classes, as nearly equal in number
         as possible, with Directors elected for three-year terms.
   (2)   Where percentage is not indicated, amount is less than 0.1% of total
         outstanding Common Stock.  Unless otherwise noted, all shares are
         owned directly, with sole voting and dispositive powers.
   (3)   Includes 160,263 shares held through The Regency Group, Inc.  The
         named individual is deemed to have shared voting and investment
         power over these shares by virtue of testamentary trusts and a
         voting trust of which the Steins and John D. Baker, II are trustees,
         which trusts own 100% of the voting stock of The Regency Group, Inc. 
         Also includes 307,147 shares and 108,235 shares held through two
         family partnerships, The Regency Group II and Regency Square II,
         respectively.  The general partners of The Regency Group II and
         Regency Square II are the Steins, and a testamentary trust of which
         the Steins and Mr. Baker are trustees.
   (4)   Includes 34,444 shares subject to presently exercisable options.
   (5)   Includes 5,000 shares subject to presently exercisable options.


        Board of Directors and Standing Committees.  Regular meetings of the
   Board of Directors are held five times a year.  The Board held five
   regular meetings and six special meetings during 1997.  All Directors
   attended at least 75% of all meetings of the Board and Board committees on
   which they served during 1997.

        The Board of Directors has established four standing committees:  an
   Executive Committee, an Audit Committee, a Compensation Committee and a
   Nominating Committee, which are described below.  Members of these
   committees will be elected annually at the regular Board meeting held in
   conjunction with the annual shareholders' meeting.  

        Executive Committee.  The Executive Committee presently is comprised
   of Martin E. Stein, Jr. (Chairman) and one independent non-SC-USREALTY
   Director, plus any one outside Director who is a Director nominee of SC-
   USREALTY.  The Executive Committee did not meet during 1997.  The
   Executive Committee is authorized by the resolutions establishing the
   committee to handle ministerial matters requiring Board approval.  The
   Executive Committee may not exercise functions reserved under Florida law
   for the full Board of Directors and, in addition, may not declare
   dividends.

        Audit Committee.  The Audit Committee presently is comprised of
   Messrs. Druce, Luke and Smith, none of whom is an officer of the Company. 
   Regular meetings of the Audit Committee are held twice a year.  The Audit
   Committee met twice during 1997.  The principal responsibilities of and
   functions generally performed by the Audit Committee are reviewing the
   Company's internal controls and the objectivity of its financial
   reporting, making recommendations regarding the Company's employment of
   independent auditors, and reviewing the annual audit with the auditors.

        Nominating Committee.  The Nominating Committee presently is
   comprised of Albert Ernest, Jr. (Chairman), Martin E. Stein, Jr., Edward
   L. Baker, A.R. Carpenter and Mary Lou Rogers.  The Nominating Committee,
   which makes nominations for election of Directors, also has responsibility
   for accepting nominations from shareholders. The Nominating Committee met
   twice during 1997.  The Company's Bylaws require that any nominations by
   shareholders be delivered to the Company no later than the deadline for
   submitting shareholder proposals.  See "Shareholder Proposals." 

        Compensation Committee.  The Compensation Committee presently is
   comprised of Messrs. Ernest (Chairman), Baker, Carpenter and Ms. Rogers. 
   The Compensation Committee held three meetings during 1997 to review 1996
   performance and to review and approve changes to the Company's current
   executive compensation plans.  This Committee has the responsibility of
   approving the compensation arrangements for senior management of the
   Company, including annual bonus and long term compensation.  It also
   recommends to the Board of Directors adoption of any compensation plans in
   which officers and Directors of the Company are eligible to participate,
   as well as makes grants of employee stock options and other stock awards
   under the Company's Long Term Omnibus Plan.


             Compensation Committee Report on Executive Compensation

        The Compensation Committee of the Board of Directors (the
   "Committee") is responsible for evaluating and establishing appropriate
   levels of executive compensation and other benefit plans of the Company. 
   The Committee is comprised entirely of non-employee Directors.

        Compensation Philosophy.  The Company's executive compensation
   program is incentive based, and has been designed to attract, motivate,
   reward and retain key executives who are result-oriented and capable of
   achieving the Company's key objectives.  The Committee recognizes that the
   interests of the shareholders are best served by allowing key executives
   the opportunity to participate in the appreciation of the Company through
   the granting of stock awards and stock options. 

        The Committee evaluates and establishes the Company's executive
   compensation program based upon current market information including data
   from the REIT Executive Compensation Survey prepared annually by the
   National Association of Real Estate Investment Trusts, and comparative
   executive compensation data provided by Arthur Andersen and its peers. 
   The program is comprised of an annual component and a long-term incentive
   component.  Both of these forms of incentive compensation are primarily
   variable in nature, and designed to effectuate a pay-for-performance
   philosophy which considers management's ability to consistently generate
   total shareholder returns above industry coverages, grow Funds from
   Operations per share (FFO is the most widely-accepted measure of
   performance for real estate investment trusts), strengthen the Company's
   capital structure, and build a premier operating company. 

        The Company exceeded all of its 1997 key goals and objectives. 
   Significant accomplishments included increasing FFO per share by 18.3%;
   growing the platform of quality neighborhood shopping centers by $422
   million invested in 40 properties; commencement of $134 million of
   customer-driven developments; increasing the total market capitalization
   to $1.04 billion; achievement of investment grade ratings from Moody's and
   S&P; and three-year compounded annual shareholder return of 25%.

   Annual Component

        Base salaries for all executives are reviewed by the Committee on an
   annual basis. In determining appropriate base salaries, the Committee
   considers external competitiveness in relation to the Company's current
   financial condition and capital resources, the roles and responsibilities
   of the individual, the contributions of the individual to the Company's
   business, an analysis of job requirements and the individual's prior
   experience and accomplishments.

        To provide additional incentive to achieve outstanding performance,
   the Committee also makes cash bonus awards based on corporate and
   individual performance. The compensation plan established by the Committee
   in 1997 establishes target cash bonuses based on achievement of financial
   and operational goals for the Company and, where appropriate, those
   activities of the Company managed by the executive officer. The Committee
   has the discretion to increase the annual bonus in any given year to take
   into account what it deems to be extraordinary events.

   Long-Term Component

        Stock Purchase Plan.  The Committee strongly believes that providing
   key employees with an opportunity to increase their ownership of common
   stock, aligns their interests with and best serves the stockholders. 
   Therefore, the Committee has structured a stock purchase plan ("SPP")
   whereby the Company may make loans to executive officers and other key
   employees to acquire common stock at fair market value at date of grant. 
   These full recourse loans are secured by the stock purchased.  The terms
   and amounts of existing SPP loans are further described under the summary
   of Executive Compensation included elsewhere in this Proxy Statement. 
   Certain SPP loans originated during 1993 and 1996 provide for loan
   forgiveness awards based upon growth in FFO per share and total
   shareholder return.  In 1997, the Company exceeded the performance targets
   that provide loan forgiveness by achieving per share FFO growth of 18.3%,
   and compounded annual shareholder return since the measurement date of
   37%.  Forgiveness amounts are reported in the Summary Compensation Table
   as SPP Loan Awards.  SPP loans originated after 1996 have no forgiveness
   provisions.
         
        Stock Options.  The Company grants stock options to employees as part
   of their annual performance review ("Annual Options"), and also as part of
   the SPP program ("SPP Matching Options") that provide incentives to SPP
   participants to purchase and maintain a long-term investment in the
   Company of at least 5 years following an SPP grant.  Annual Options and
   SPP Matching Options vest over 5 years, subject to SPP ownership
   requirements.
         
        Performance Stock Plan.  In 1995, The Company established a one-time
   performance stock program whereby executive officers could earn a
   specified number of shares of restricted stock as a result of achieving a
   compounded annual total return to shareholders of 15% over a three-year
   period beginning with the average closing price of the fourth quarter of
   1994.  At December 31, 1997, the three-year compounded annual shareholder
   return as determined by the plan was 25%, and accordingly, remaining
   unissued performance shares were issued.  Currently, issued shares are 33%
   vested, and become fully vested by January, 2000.  The issuance of
   performance shares are included in the Summary Compensation Table as
   Restricted Stock Awards.

        CEO Compensation.  The Committee's policies for determining the CEO's
   compensation are the same as the other executive officers.  For 1998, the
   CEO's base compensation was not increased, and in accordance with the
   Company's incentive compensation program, the CEO received a bonus of
   $197,500, as well as, SPP stock loan forgiveness of $186,338 related to
   1997 performance.  In January, 1997, the CEO was granted the right to
   purchase 79,200 SPP shares, 158,400 SPP matching Options, and 32,700
   Annual Options at $25.25 per share, the fair market value on the date of
   grant.  The CEO continues to serve under a rolling three-year employment
   agreement. 


                                 REGENCY REALTY CORPORATION
                                 COMPENSATION COMMITTEE

                                 Albert Ernest, Jr., Chairman
                                 Edward L. Baker
                                 R. Carpenter
                                 Mary Lou Rogers



   Comparative Stock Performance

        The following graph compares the cumulative total shareholder return
   on the Company's Common Stock with the cumulative total return of the S&P
   500 Index and the NAREIT All Equity Index (excluding health care REITs)
   since October 29, 1993, the first date on which the Common Stock began
   trading on the New York Stock Exchange following the Company's initial
   public offering, assuming the reinvestment of any dividends and assuming
   the investment of $100 in each.  


</TABLE>
<TABLE>
<CAPTION>
                              10/29/93    12/31/93    12/31/94    12/31/95    12/31/96    12/31/97

   <S>                         <C>          <C>         <C>        <C>         <C>         <C>
   REGENCY REALTY CORP.        100.00       86.36       94.35      106.74      179.84      202.02

   NAREIT EQUITY INDEX*        100.00       94.83       97.67      111.55      152.16      183.39

   S&P 500 INDEX               100.00      100.25      101.57      139.75      171.83      229.16

</TABLE>

   Executive Compensation

        The following table summarizes the compensation paid or accrued by
   the Company for services rendered during fiscal 1997, 1996 and 1995 to the
   Company's Chief Executive Officer and to the Company's three Managing
   Directors, the only other executive officers whose total salary and bonus
   exceeded $100,000 during the year ended December 31, 1997.  

<TABLE>
                           SUMMARY COMPENSATION TABLE


<CAPTION>
                                                                  Long-Term
                                   Annual Compensation           Compensation       
                                   -------------------           ------------
                                                           Performance      Securities
      Name & Principal                                       Stock          Underlying        SPP Loan        All Other
          Position          Year    Salary(1)   Bonus(2)    Awards(3)     Options/SARs(4)     Awards(5)     Compensation(6)
      ----------------      ----    ---------   --------   -----------    ---------------     ---------     ---------------

    <C>                     <C>     <C>         <C>          <C>              <C>             <C>               <C>
    Martin E. Stein, Jr.    1997    $275,000    $197,500     $265,800         270,300         $186,338          $30,325
     Chairman and Chief     1996     252,391     225,000     $168,000               0          186,338           47,535
     Executive Officer      1995     240,000     144,400            0               0          103,950           35,931

    Bruce M. Johnson        1997     180,000     104,400      132,900         139,600           84,083           27,343
     Managing Director      1996     145,076     115,000       84,000               0           84,083           28,556
     and Chief Financial    1995     135,000      71,400            0               0           41,580           22,542
     Officer

    Robert C. Gillander,    1997     175,000     100,000      116,288          139,600          80,502           25,480
    Jr.                     1996     137,500     108,900       73,500                0          80,502           26,766
     Managing Director      1995     125,000      60,000            0                0          41,580           21,175
     Investment Group

    James D. Thompson       1997     175,000     100,000      107,981          139,600          71,185           25,795
     Managing Director      1996     129,826     103,000       68,250                0          71,185           26,122
     Operations Group       1995     121,000      62,100            0                0          36,383           20,770
</TABLE>
   _________________________

   (1)   Includes amounts deferred under the 401(k) feature of the Company's
         profit sharing plan.
   (2)   Bonuses for the year ended December 31, 1997 were paid 100% in cash;
         for the year ended December 31, 1996 bonuses were paid 45% in cash
         and 55% in stock; and for the year ended December 31, 1995 bonuses
         were paid 40% in cash and 60% in stock.
   (3)   Consists of the fair market value of restricted stock awards on
         December 31, 1997 and December 31, 1996, the date of grants.  Awards
         were earned by cumulative annual shareholder return exceeding 15%
         beginning January 1, 1995, when the program was implemented.  Awards
         vest 34%, 33% and 33% on the first, second and third anniversary
         date of the grant provided that the executive is employed by the
         Company or any affiliate on the date of vesting.  The executive is
         entitled to dividends and voting rights on unvested shares.  Shares
         representing the full amount of the awards listed above, held by the
         named executives are as follows:  Mr. Stein, 16,000 shares; Mr.
         Johnson, 8,000 shares; Mr. Gillander, 7,000 shares; and Mr.
         Thompson, 6,500 shares.  There is currently no additional restricted
         stock available for management.
   (4)   Stock options granted for previous years performance that vest over 
         5 years (Annual Options), and stock options granted related to the 
         Company's  Stock Purchase Plan (SPP Shares and SPP Matching Options), 
         that vest over 1 and 9 years depending upon shares owned by the 
         executive after 5 years, and certain financial performance measures 
         see Stock Purchase Plan included in the Executive Compensation 
         section for specifics related to options granted and vesting terms.
   (5)   Represents amounts earned by the named executive officers in the
         form of loan forgiveness in accordance with the terms of the Stock
         Purchase Plan that is part of the Company's 1993 Long Term Omnibus
         Plan, based upon FFO growth greater than 7%, annual shareholder
         return of 15% or more, cumulative return of 20% or more since
         January 1, 1996, and length of service.
   (6)   Includes contributions in the form of stock to the Company's profit
         sharing and 401(k) plan, the non-401(k) portion of which was based
         on the attainment of predetermined levels of funds from operations
         per share.  401(k) contribution amounts for each executive officer
         was $13,750 in 1997 and 1996, and $11,448 in 1995 and 1994.  Also
         includes:  (a) perc allowance equal to 6% of the first $100,000 of
         base salary, and 4% of base salary amounts in excess of $100,000;
         (b) annual employee bonus of $1,000, and (c) excess term life
         insurance premiums.

         Employment Agreements.  The Company has entered into a three-year
   employment agreement with Martin E. Stein, Jr., the Company's President
   and Chief Executive Officer, providing for an annual base salary and
   participation in the Company's executive compensation plans on the same
   terms as other executive officers.  The agreement, which was effective in
   October 1993, will be renewed automatically for an additional year on each
   anniversary date thereof so that the remaining term will be three years,
   unless either party gives written notice of non-renewal.  The agreement
   provides for Mr. Stein to receive base salary and incentive compensation
   for the remainder of the term of the agreement in the event that he is
   terminated, his responsibilities are materially reduced or the Company's
   headquarters are relocated from Jacksonville, Florida as a result of a
   sale, merger or other change of control of the Company.  The Company has
   entered into agreements with Messrs. Johnson, Gillander and Thompson that
   provide for the payment of salary and benefits for a specified period in
   the event of a change of control only.  A change of control is defined to
   include a change in at least one-third of the Directors (unless
   recommended by a majority of the continuing Directors), the acquisition by
   any person of at least 30% of the combined voting power of the Company's
   outstanding securities unless pursuant to transactions approved by a
   majority of the continuing Directors, certain mergers, and a sale of
   substantially all of the Company's assets.

        Stock Purchase Plan.  To align the interest of management with the
   Company's shareholders, the Company has implemented a stock purchase plan
   ("SPP") as part of its Long-Term Omnibus Plan to encourage stock ownership
   by management.  Management purchased 226,000 shares under this program
   during 1993 and 1996 at fair market value at the time of purchase.  The
   stock purchases were funded by SPP loans from the Company (averaging 92%
   of the purchase price) and cash provided directly from management.  These
   SPP loans are fully secured by a portion of the stock purchased, have full 
   recourse to management, are interest only (due quarterly) with fixed rates 
   of interest of 7.34% to 7.79%, and mature in 10 years.  As part of the 
   program, a portion of the loans may be forgiven annually based on annual 
   per share FFO growth of greater than 7%, total annual shareholder return 
   of at least 15%, and cumulative total annual shareholder return of 20% or 
   more since January 1, 1996.

        In 1997, the Company granted the executive officers the option for 2
   years to purchase approximately 198,000 shares ("SPP Shares") at $25.25
   per share, the stock price on the grant date, 65,300 of which are subject
   to certain financial performance goals.  The Company will loan the
   participants 95% of the purchase price at an interest rate equal to the
   lower of 6% or the dividend rate.  The loans will be secured by stock,
   will be full recourse to the employee, and will mature in 10 years.  On
   January 12, 1998, the executive officers exercised 132,700 SPP Shares. 
   The 1997 SPP loan does not provide for loan forgiveness.

        In 1997, the Company granted the executive officers 396,000 SPP 
   Matching Options, which expire in 10 years.  These options are vested 
   after 9 years.  The vesting may be accelerated if the executive exercises 
   the options to purchase the SPP Shares and then holds those shares in 
   accordance with the plan over 5 years.  The Company also granted 95,100 
   options to the executive officers in 1997 based upon 1996 performance 
   (Annual Options).   Annual Options vest over 5 years and expire after 10 
   years.   The SPP Matching Options and the Annual Options have an exercise 
   price equal to $25.25 per share, the stock price on the grant date.  
   Annual options accrue dividends, based on the average dividend yield of 
   the S&P 500 adjusted annually, which are converted into Company Common 
   Stock.  These dividend equivalent shares vest over 5 years.

        The following table sets forth as of March 1, 1998, the amounts
   outstanding under the SPP loan program due from each of the Company's
   executive officers.  

                                                     Largest Balance
                                      SPP Loan        During Fiscal
                                      Balance          Year Ended
                                      March 1,        December 31,
      Executive Officer                 1998              1997
      -----------------               --------       ---------------

    Martin E. Stein, Jr.             $1,511,180          $651,662
    Bruce M. Johnson                    943,114           314,767
    Robert C. Gillander, Jr.            926,406           294,479
    James D. Thompson                   903,140           261,896


        Stock Options.  The following table sets forth information concerning
   the value of unexercised options as of December 31, 1997 held by the
   executive officers named in the Summary Compensation Table above.  

<TABLE>
                 AGGREGATED OPTION EXERCISES DURING FISCAL 1997
                        AND OPTION YEAR-END VALUES TABLE

                                                                                 Value of
<CAPTION>
                           Number of                    Number of               Unexercised
                             Shares                    Unexercised             In-the-Money
                            Acquired      Value          Options at             Options at
                              Upon       Realized     December 31, 1997      December 31, 1997
                            Exercise       Upon         Exercisable/           Exercisable/
       Name                of Options    Exercise       Unexercisable          Unexercisable
       ----                ----------    --------     -----------------      -----------------

    <C>                       <C>        <C>            <C>                    <C> 
    Martin E. Stein, Jr.      5,556      $149,328        78,044 (E) /          $289,933 (E) / 
                                                        226,700 (U)            $552,581 (U)

    Bruce M. Johnson          4,198      $112,812        41,502 (E) /          $ 91,171 (E) /
                                                        109,900 (U)            $267,881 (U)

    Robert C. Gillander,      4,198      $112,812        41,502 (E) /          $ 89,652 (E) /
    Jr.                                                 109,900 (U)            $267,881 (U)

    James D. Thompson         3,857      $103,662        39,843 (E) /          $ 83,723 (E) /
                                                        109,900 (U)            $267,881 (U)
</TABLE>

   The following table sets forth information with respect to option grants
   to the executive officers named in the Summary Compensation Table above
   during 1997 and the potential realizable value of such option grants.  See
   Stock Purchase Plan for discussion of stock options granted during 1997.

<TABLE>
     
                        OPTION GRANTS DURING FISCAL 1997

<CAPTION>
                                          % of Total
                              Number of    Options    Exercise                Hypothetical
                               Options     Granted      Price    Expiration     Value at
       Executive Officer       Granted   during 1997  ($/share)     Date       Grant Date
       -----------------      ---------  -----------  ---------  ----------   ------------

    <C>                        <C>          <C>         <C>       <C>            <C>
    Martin E. Stein, Jr.       270,300      21.6%       $25.25    1-13-2007      $842,610
    Bruce M. Johnson           139,600      11.2%       $25.25    1-13-2007       435,814
    Robert L. Gillander, Jr.   139,600      11.2%       $25.25    1-13-2007       435,814
    James D. Thompson          139,600      11.2%       $25.25    1-13-2007       435,814

</TABLE>

   (1)  The estimated present value at grant date of options granted during
        1997 has been calculated using the Black-Scholes option pricing model,
        based upon the following assumptions: estimated time until exercise of
        5.7 years; a risk-free interest rate of 6.3%; a volatility rate of 
        21%; and a dividend yield of 6.3%.  The approach used in developing 
        the assumptions upon which the Black-Scholes valuation was calculated 
        is consistent with the requirements of Statement of Financial 
        Accounting Standards No. 123, "Accounting for Stock-Based Compensa-
        tion."  The actual value of the options may be significantly 
        different, and the value actually realized, if any, will depend upon 
        the excess of the market value of the Common Stock over the option 
        exercise price at the time of exercise.


        Compensation of Directors.  In 1997, the Company paid an annual fee
   of $17,000 to each of its non-employee Directors, plus $2,500 per year for
   service on a Board committee ($3,000 per year for chairing a committee). 
   Directors' fees are currently paid in shares of Common Stock, unless the
   Director elects to receive all or any portion of the fees in cash.  Non-
   employee Directors also receive non-qualified options to purchase 1,000
   shares of Common Stock at the end of each year and may elect to
   participate in a stock purchase matching program that provides for a total
   stock value match of up to $10,000 per year.  The options vest one year
   after grant and have a term of ten years and an exercise price equal to
   the greater of the fair market value of the Common Stock on the date of
   grant or the average trading price of the Common Stock on the 20 business
   days preceding the date of grant.  


   Compensation Committee Interlocks
   and Insider Participation

        During the year ended December 31, 1997, Martin E. Stein, Chairman
   and Chief Executive Officer of the Company, served on the board of
   Directors of FRP Properties, Inc.  Edward L. Baker, Chairman of the Board
   of FRP Properties, Inc. is a member of the Company's Compensation
   Committee.


   Certain Transactions

        The Audit Committee of the Board of Directors is responsible for
   evaluating the appropriateness of all related-party transactions.

        Company Option on TRG Properties.  TRG and Joan W. Stein, Martin E.
   Stein, Jr. and Richard W. Stein (who are Directors of the Company, and
   together with Robert L. Stein, the "Steins") have retained interests in
   properties that were determined not to be appropriate for ownership by the
   Company initially because their transfer is restricted or because they
   lack cash flow or are of a type presently inconsistent with the Company's
   investment objectives.  Upon consummation of the Company's initial public
   offering in 1993, TRG granted options to the Company for all of the
   properties (the "Option Properties") that TRG has the right to option and
   that are likely to become suitable for Company investment, e.g., land that
   can be developed into shopping centers.  At January 1, 1998, all options
   on the Option Properties expired except for a 19-story downtown office
   building in Fort Lauderdale, Florida ("BBP"), as to which the Company has
   been granted a right of first refusal.  The expired Option Properties
   consisted of land in Florida that did not meet the Company's investment
   objectives.

        Management Services for TRG and its Affiliates.  The Company, through
   its affiliate Regency Realty Group, Inc. (the "Management Company"),
   provides management and leasing services for BBP, and also will receive
   brokerage fees for arranging the sale of any of the Option Properties, and
   development fees for providing development services for the Option
   Properties that consist of land held for sale.  These arrangements are
   intended to give the Company the economic benefit from the management,
   leasing, brokerage and development activities with respect to such
   properties.  All of such services are provided on terms and conditions no
   less favorable to the Management Company than the terms and conditions on
   which the Management Company provides similar services to third parties. 
   The Audit Committee of the Board of Directors is required to review
   annually the terms and conditions on which such services are provided. 
   During the year ended December 31, 1997, TRG paid the Management Company
   an aggregate of $419,982 for such services.  

        Cost Sharing Arrangement with Management Company.  The Company
   manages, leases and develops its own properties under employee and cost
   sharing arrangements with the Management Company.  TRG owns 93% of the
   voting common stock of the Management Company, and the Company, directly
   and through its investment in Regency Centers, L.P., owns 100% of the
   Management Company's non-voting preferred stock and 7% of its voting
   common stock.  The cost sharing arrangements are based on allocations of
   management time and general overhead made on an arm's-length basis and in
   compliance with applicable regulations of the Internal Revenue Service. 
   All such cost sharing arrangements must be reviewed annually by the Audit
   Committee of the Board of Directors, and any changes in such arrangements
   must be approved by a majority of the Company's independent Directors. 
   Under generally accepted accounting principles, all items of income and
   expense of the Management Company are consolidated with the Company and
   included in the Company's financial statements, net of inter-company
   transactions.

        Limited Partnership Agreement with WLD Enterprises, Inc.  The
   Company, through its former subsidiary RRC JV One, Inc., is a party to a
   limited partnership with WLD Realty, Ltd. known as Regency Ocean East
   Partnership, Ltd. in which Regency Centers, L.P., a limited partnership
   controlled by the Company, as general partner, owns a twenty-five percent
   (25%) interest and WLD Realty, Ltd., as limited partner, owns a
   seventy-five percent (75%) interest.  Douglas S. Luke, a Director of the
   Company, is President and Chief Executive Officer of WLD Enterprises, Inc.
   ("WLD"), an affiliate of WLD Realty, Ltd., and also owns a 3.85% interest
   in WLD Realty, Ltd.  The purpose of the partnership is to operate Ocean
   East, a Florida shopping center.  Each partner has contributed their pro
   rata share of capital to the partnership.  Future distributions from the
   operations of the shopping center will be made pro rata until each partner
   has achieved a cumulative internal rate of return of 12%, then
   distributions will be 50% to each partner.  In the event of sale or
   refinancing, distributions to each partner after return of capital will be
   pro rata and after an IRR of 18% will be 50% to each partner.  In the
   opinion of the Board of Directors, the terms of the partnership agreement
   are at least as favorable as those that could be obtained from entering
   into a partnership with an unrelated party.

        Consulting Services from SC-USREALTY Affiliate.  SC-USREALTY
   Investment Research, Inc.("SCII"), an affiliate of SC-USREALTY, provides
   consulting services from time to time on an as-needed basis to the various
   entities in which SC-USREALTY has invested.  During the year ended
   December 31, 1997, the Company paid consulting fees of $95,000 to SCII
   related to due diligence assistance in connection with its acquisition of
   assets from Branch.

        Other.  Richard W. Stein, a Director and the son and brother,
   respectively, of Joan W. Stein, a Director, and Martin E. Stein, Jr., the
   Company's Chairman and a Director, is President and Chief Executive
   Officer, and a Director of Palmer & Cay/Carswell, Inc., an independent
   insurance agency. During the year ended December 31, 1997, the Company
   obtained insurance through Palmer & Cay/Carswell for which Palmer &
   Cay/Carswell received commissions in the aggregate amount of approximately
   $114,000. 


                 PROPOSAL 2:  TO AMEND ARTICLES OF INCORPORATION
                   TO FACILITATE CONTINUED QUALIFICATION AS A
                          DOMESTICALLY CONTROLLED REIT


        The Company's Board of Directors has approved and recommends approval
   by shareholders of an amendment to Section 5.14 of the Company's Amended
   and Restated Articles of Incorporation (the "Charter") to facilitate the
   Company's continued qualification as a domestically controlled REIT for
   federal income tax purposes.  Set forth below is a summary of the proposed
   amendment.  The full text of Section 5.14, as proposed to be amended, is
   attached as Appendix A.  

   Reasons For and Possible Effects of the Amendment

        Background.  Security Capital U.S. Realty (together with its wholly
   owned subsidiary, Security Capital Holdings S.A., "SC-USREALTY") is a
   Luxembourg corporation that presently owns 11,284,439 shares of Common
   Stock, constituting approximately 45.4% of the outstanding Common Stock. 
   SC-USREALTY is a research-driven, growth-oriented real estate operating
   management company focused on taking significant strategic investment
   positions in value-added real estate operating companies based in the
   United States.  SC-USREALTY's primary capital deployment objective is to
   take a pro-active ownership role in businesses that it believes can
   potentially generate above average rates of return.  Pursuant to its
   strategic alliance with the Company, SC-USREALTY has participation rights
   that grant it the right to purchase additional equity whenever the Company
   sells additional shares of capital stock or options or other rights to
   acquire capital stock.

        When SC-USREALTY became a major shareholder of the Company in 1996,
   at SC-USREALTY's request, the Charter was amended to prevent any Non-U.S.
   Person other than SC-USREALTY and its affiliates from acquiring additional
   shares of the Company's capital stock if, as a result of such acquisition,
   the Company would fail to qualify as a domestically controlled REIT under
   the Internal Revenue Code (assuming for this purpose, among other things,
   that SC-USREALTY and its affiliates are Non-U.S. Persons and own 45% of
   the outstanding Common Stock on a fully diluted basis).  A domestically
   controlled REIT is a REIT more than 50% of the value of the capital stock
   of which is held by U.S. Persons.  Non-U.S. Persons who hold more than 5%
   of a domestically controlled REIT are entitled to certain tax advantages
   depending on the foreign jurisdiction in which they are domiciled.  

        Current Provision.  Under Section 5.14 of the Charter as currently in
   effect, if any shareholder purports to transfer shares of the Company's
   capital stock to a Non-U.S. Person (other than SC-USREALTY and its
   affiliates) and the transfer would result in the Company's failing to
   qualify as a domestically controlled REIT (assuming for this purpose,
   among other things, that SC-USREALTY and its affiliates are Non-U.S.
   Persons and own 45% of the outstanding Common Stock on a fully diluted
   basis), the purported transfer will be considered null and void, and the
   intended transferee will be deemed not to have acquired any rights in such
   shares.  In addition, if any Non-U.S. Person (other than SC-USREALTY and
   its affiliates) acquires shares of the Company's capital stock in
   violation of the foregoing provision, such person will be deemed to hold
   the shares that exceed the 50% limitation in trust for the Company, will
   not receive dividends or distributions with respect to such excess shares
   and will not be entitled to vote such excess shares.  Such person also
   will be required, at the Board's election, either (i) to have the excess
   shares be redeemed by the Company for a price equal to the lesser of the
   amount paid for the shares or the average closing price for the 10 trading
   days before the sale, or (ii) to sell the excess shares at the direction
   of the Company, with any proceeds in excess of the amount paid by the
   holder of the excess shares and any expenses of the Company incurred in
   connection with such sale being paid to the Company.

        Proposed Amendment.  In order to assist the Company to continue to
   qualify as a domestically controlled REIT under the Internal Revenue Code,
   the proposed amendment to Section 5.14 of the Charter would void the
   transfer of shares to SC-USREALTY as well as to any other Non-U.S. Person
   to the extent that any such transfer would result in the fair market value
   of the capital stock of the Company owned directly or indirectly by Non-
   U.S. Persons (including SC-USREALTY and its affiliates) comprising 50% or
   more of the fair market value of the issued and outstanding capital stock
   of the Company.  Consistent with the existing presumption that SC-USREALTY
   owns 45% of the Company's Common Stock on a fully diluted basis, the
   proposed amendment also would void the transfer of shares to a Non-U.S.
   Person if the transfer would result in the fair market value of the shares
   of capital stock of the Company owned directly or indirectly by Non-U.S.
   Persons (other than SC-USREALTY and its affiliates) comprising five
   percent (5%) or more of the fair market value of the issued and
   outstanding shares of capital stock of the Company.  Under the proposed
   amendment, SC-USREALTY will have the ability to waive, alter or revise the
   applicability of the transfer restrictions in Section 5.14 to itself as
   well as to any other person, in its sole discretion, upon delivery of
   written notice to the Company's Board of Directors.

        Possible Effects of Proposed Amendment.  Qualification as a REIT does
   not depend on the extent to which the REIT's capital stock is owned by
   U.S. Persons.  However, loss of status as a domestically controlled REIT
   would adversely affect SC-USREALTY.  The Company is not aware of any other
   Non-U.S. Person who would be affected in any way by the amendment.  The
   proposed amendment merely applies the same restrictions to SC-USREALTY
   that currently apply to all other Non-U.S. Persons.  

        With or without the amendment, the acquisition of Common Stock in the
   future may not be a suitable investment for Non-U.S. investors other than
   SC-USREALTY.

   Required Vote

        The affirmative vote of a majority of the total votes cast by
   shareholders with respect to the proposed amendment is required for
   approval thereof.  For this purpose, broker non-votes and abstentions will
   not be counted.  

        The Company's Board of Directors voted unanimously in favor of the
   proposed amendment to Section 5.14 of the Charter and recommends that
   shareholders vote in favor thereof.  Proxies will be voted in favor of the
   proposed amendment unless shareholders specify in their proxies a contrary
   choice.


                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

        The Board of Directors has selected the firm of KPMG Peat Marwick LLP
   to serve as the independent certified public accountants for the Company
   for the current fiscal year ending December 31, 1998.  That firm has
   served as the auditors for the Company since 1993.  Representatives of
   KPMG Peat Marwick LLP are expected to be present at the annual meeting of
   shareholders and will be accorded the opportunity to make a statement, if
   they so desire, and to respond to appropriate questions.


                                  OTHER MATTERS

        The Board of Directors does not know of any other matters to come
   before the meeting; however, if any other matters properly come before the
   meeting, it is the intention of the persons designated as proxy to vote in
   accordance with their best judgment on such matters.  If any other matter
   should come before the meeting, action on such matter will be approved if
   the number of votes cast in favor of the matter exceeds the number
   opposed.


                              SHAREHOLDER PROPOSALS

        Regulations of the Securities and Exchange Commission require proxy
   statements to disclose the date by which shareholder proposals must be
   received by the Company in order to be included in the Company's proxy
   materials for the next annual meeting.  In accordance with these
   regulations, shareholders are hereby notified that if they wish a proposal
   to be included in the Company's proxy statement and form of proxy relating
   to the 1999 annual meeting, a written copy of their proposal must be
   received at the principal executive offices of the Company no later than
   February 12, 1999.  To ensure prompt receipt by the Company, proposals
   should be sent certified mail return receipt requested.  Proposals must
   comply with the proxy rules relating to shareholder proposals in order to
   be included in the Company's proxy materials.


                                  ANNUAL REPORT

        A copy of the Company's Annual Report for the year ended December 31,
   1997 accompanies this Proxy Statement.  Additional copies may be obtained
   by writing to Lesley Stocker, at the Company's principal executive
   offices, at 121 West Forsyth Street, Suite 200, Jacksonville, Florida
   32202.


                            EXPENSES OF SOLICITATION

        The cost of soliciting proxies will be borne by the Company.  The
   Company does not expect to pay any compensation for the solicitation of
   proxies but may reimburse brokers and other persons holding stock in their
   names, or in the names of nominees, for their expenses for sending proxy
   material to principals and obtaining their proxies.


        SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND
   RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS
   BEEN PROVIDED.  YOUR PROMPT RESPONSE WILL BE APPRECIATED.

   <PAGE>
                                   APPENDIX A


        This corporation was incorporated on July 8, 1993 effective July 9,
   1993 under the name Regency Realty Corporation.  Pursuant to Sections
   607.1001, 607.1003, 607.1004 and 607.1006, Florida Business Corporation
   Act, amendments to Section 5.14 of the Articles of Incorporation, as
   restated on November 4, 1996, were approved by the Board of Directors at a
   meeting held on December 5, 1997 and adopted by the shareholders of the
   corporation on May 26, 1998.  The only voting group entitled to vote on
   the adoption of the amendment to Section 5.14 of the Articles of
   Incorporation consists of the holders of the corporation's common stock.
   The number of votes cast by such voting group was sufficient for approval
   by that voting group.  Section 5.14 of the Restated Articles of
   Incorporation of the Company is hereby amended in its entirety to read as
   follows:

             "Section 5.14  Certain Transfers to Non-U.S. Persons Void. 
        Any Transfer of shares of Capital Stock of the Corporation to
        any Person on or after the effective date of this Amendment
        shall be void ab initio to the fullest extent permitted under
        applicable law and the intended transferee shall be deemed never
        to have had an interest therein if the Transfer:  

                  1.   occurs prior to the 15% Termination Date and
             results in the fair market value of the shares of Capital
             Stock of the Corporation owned directly or indirectly by
             Non-U.S. Persons (other than a Special Shareholder who is a
             Non-U.S. Person) comprising five percent (5%) or more of
             the fair market value of the issued and outstanding shares
             of Capital Stock of the Corporation; or 

                  2.   results in the fair market value of the shares of
             Capital Stock of the Corporation owned directly or
             indirectly by Non-U.S. Persons (including Special
             Shareholders who are Non-U.S. Persons) comprising fifty
             percent (50%) or more of the fair market value of the
             issued and outstanding shares of Capital Stock of the
             Corporation.

        If either of the foregoing provisions is determined to be void
        or invalid by virtue of any legal decision, statute, rule or
        regulation, then the shares held or purported to be held by the
        transferee shall, automatically and without the necessity of any
        action by the Board of Directors or otherwise:

                  (i)  be prohibited from being voted at any time such
             securities result in the fair market value of the shares of
             Capital Stock of the Corporation owned directly or
             indirectly by Non-U.S. Persons (other than Special
             Shareholders who are Non-U.S. Persons) or by Non-U.S.
             Persons (including Special Shareholders who are Non-U.S.
             Persons) comprising five percent (5%) or more or fifty
             percent (50%) or more, respectively, of the fair market
             value of the issued and outstanding shares of Capital Stock
             of the Corporation;

                 (ii)  not be entitled to dividends with respect
             thereto;

                (iii)  be considered held in trust by the
             transferee for the benefit of the Corporation and shall be
             subject to the provisions of Section 5.3(c) as if such
             shares of Capital Stock were the subject of a Transfer that
             violates Section 5.2; and 

                 (iv)  not be considered outstanding for the purpose of
             determining a quorum at any meeting of shareholders.  

        The Special Shareholders may, in their sole discretion, with
        prior notice to the Board of Directors, waive, alter or revise
        in writing all or any portion of the Transfer restrictions set
        forth in this Section 5.14 from and after the date on which such
        notice is given, on such terms and conditions as they in their
        sole discretion determine."


        IN WITNESS WHEREOF, the undersigned Chairman of this corporation has
   executed these Articles of Amendment this ____ day of __________________,
   1998.



                                      ______________________________________
                                      Martin E. Stein, Jr., Chairman and CEO

   <PAGE>
                                Preliminary Copy

                           REGENCY REALTY CORPORATION
                 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
                       FOR ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 26, 1998

        The undersigned, having received the Notice of Annual Meeting of
   Shareholders and Proxy Statement, appoints Martin E. Stein, Jr. and Bruce
   M. Johnson, and each or either of them, as proxies, with full power of
   substitution and resubstitution, to represent the undersigned and to vote
   all shares of Common Stock of Regency Realty Corporation which the
   undersigned is entitled to vote at the Annual Meeting of Shareholders of
   the Company to be held on May 26, 1998, and any and all adjournments
   thereof, in the manner specified.

   1.   Election of Directors nominated by the Board of Directors-Class I: 
        Lee S. Wielansky; Class II:  Martin E. Stein, Jr., Raymond L. Bank,
        A.R. Carpenter and J. Dix Druce, Jr.; Class III:  Jonathan L. Smith.

    [_] FOR all nominees   [_] WITHHOLD   INSTRUCTION: To withhold authority
      listed (except as      AUTHORITY    to vote for any individual nominee,
        marked to the       to vote for   write that nominee's name on the
         contrary to       all nominees   space provided below.)
         the right).       to the right.
                                          ___________________________________

   2.   Amendment to Section 5.14 of Articles of Incorporation to make
        applicable to the Company's major beneficial shareholder, Security
        Capital U.S. Realty, the same transfer restrictions which currently
        apply to all other Non-U.S. Persons.

             [_] FOR        [_] AGAINST            [_] ABSTAIN


           (Continued and to be SIGNED and dated on the reverse side.)



                          (Continued from reverse side)
     THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, 
                       WILL BE VOTED "FOR" EACH PROPOSAL.

        Should any other matters requiring a vote of the shareholders arise,
        the above named proxies are authorized to vote the same in accordance
        with their best judgment in the interest of the Company.  The Board
        of Directors is not aware of any matter which is to be presented for
        action at the meeting other than the matters set forth herein.

        Dated:_______________________________________________________, 1998

        ____________________________________________________________ (SEAL)

        ____________________________________________________________ (SEAL)
        (Please sign exactly as name or names appear hereon.  Executors,
        administrators, trustees or other representatives should so indicate
        when signing.)




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