REGENCY REALTY CORP
8-K/A, 1999-03-23
REAL ESTATE INVESTMENT TRUSTS
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                  UNITED STATES
                              Washington, DC 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

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


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

                           REGENCY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)



         Florida                            1-12298               59-3191743
(State or other jurisdiction              Commission            (IRS Employer
     of incorporation)                    File Number)       Identification No.)


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


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



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

================================================================================

<PAGE>                             2


ITEM 2.  ACQUISITION OF ASSETS
- -------  ---------------------

This Form 8-K is being amended to file the audited financial statements of
Pacific Retail Trust ("Pacific Retail") for December 31, 1998 and to update the
pro forma financial information previously filed as of that date.

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

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

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

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

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

In the merger, Regency became the general partner of Retail Properties Partners
Limited Partnership, which continues to own 8 properties that it owned prior to
the merger. Regency expects to merge these 8 properties into Regency Centers
during the second quarter of 1999 subject to the approval of the limited
partners of Retail Property Partners Limited Partnership.  While Regency
believes that the merger is probable, there is no assurance that the required
consents will be obtained.

Regency and Regency Centers intend to continue to use the assets acquired in the
merger in the same manner and to conduct the same type of business as Pacific
Retail conducted prior to the merger.


<PAGE>                             3


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

REGENCY REALTY CORPORATION:
UNAUDITED PRO FORMA FINANCIAL INFORMATION

    Pro Forma Consolidated Balance Sheet as of
    December 31, 1998 .....................................................  P-2

    Pro Forma Consolidated Statement of Operations
    for the year ended December 31, 1998...................................  P-3

    Notes to Pro Forma Consolidated Statement of Operations................  P-4


PACIFIC RETAIL TRUST:
UNAUDITED PRO FORMA FINANCIAL INFORMATION

    Pro Forma Consolidated Balance Sheet as of
    December 31, 1998......................................................  P-8

    Pro Forma Consolidated Statement of Operations
    for the year ended December 31, 1998...................................  P-9

    Notes to Pro Forma Consolidated Statement of Operations................ P-10


REGENCY REALTY CORPORATION AND PACIFIC RETAIL TRUST MERGER:
UNAUDITED PRO FORMA FINANCIAL INFORMATION

    Pro Forma Consolidated Balance Sheet as of
    December 31, 1998...................................................... P-13

    Notes to Pro Forma Consolidated Balance Sheet.......................... P-14

    Pro Forma Consolidated Statement of Operations......................... P-15
    for the year ended December 31, 1998

    Notes to Pro Forma Consolidated Statement of Operations................ P-16




<PAGE>                             4


PACIFIC RETAIL TRUST:
CONSOLIDATED FINANCIAL STATEMENTS

    Report of Independent Accountants......................................  F-1

    Consolidated Balance Sheets as of December 31, 1998 and 1997...........  F-2

    Consolidated Statements of Operations for the years ended
    December 31, 1998 and 1997.............................................  F-3

    Consolidated Statements of Changes in Shareholders' Equity for
    the years ended December 31, 1998 and 1997.............................  F-4

    Consolidated Statements of Cash Flows for the years ended
    December 31, 1998 and 1997.............................................  F-5

    Notes to Consolidated Financial Statements.............................  F-6

    Schedule III - Real Estate and Accumulated Depreciation
    as of December 31, 1998................................................  S-1


C.  Exhibits:
    --------

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

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

        Regency Realty Corporation ("East") Disclosure Schedules:

        3.2(a) and (b)

                (i)  Commitments to Issue Securities of East or East Operating
                     Partnership
               (ii)  East Voting Agreement
              (iii)  East Redemption Obligations
               (iv)  East Registration Rights Agreements

        3.2(c)  Stock Ownership of East Subsidiaries 
        3.2(d)  Commitments to Issue Securities of East Subsidiaries 
        3.3(b)  East Required Consents 
        3.5     East Material Adverse Changes 
        3.7     East Tax Matters 
        3.9     East Litigation 


<PAGE>                             5


        3.11    East Properties 
        3.26    Knowledge 
        5.1(d)  East Acquisitions, Dispositions, or Financings 
        7.1(i)  Mandatory Required Consents

        Pacific Retail Trust ("West") Disclosure Schedule

    23. Consent of PricewaterhouseCoopers LLP



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



                                  REGENCY REALTY CORPORATION
                                  (registrant)

February 28, 1999                 By:  /s/ J. Christian Leavitt
                                     -----------------------------------
                                       J. Christian Leavitt
                                       Senior Vice President


<PAGE>                             P-1

                           Regency Realty Corporation
                   Pro Forma Consolidated Financial Statements



 The following unaudited pro forma consolidated financial statements are based
 upon the audited historical consolidated financial statements of Regency Realty
 Corporation (Regency) as of December 31, 1998, which have been included in
 Regency's filing on Form 10-K as of and for the three years ended December 31,
 1998. This accompanying pro forma balance sheet has no adjustments since
 Regency has not had any significant acquisitions of real estate or other
 transactions subsequent to December 31, 1998 which would require pro forma
 adjustment, with the exception of the merger with Pacific Retail Trust, for
 which separate pro forma financial statements are presented within this filing.

 The pro forma consolidated statement of operations has been adjusted to present
 Regency's operations as if it had 1) completed the acquisition of all 
 properties, 2) sold all its office buildings, and 3) completed its offerings of
 debt and preferred units, as of January 1, 1998.

 These unaudited pro forma consolidated financial statements should be read in
 conjunction with Regency's Form 10-K as of and for the three years ended
 December 31, 1998. The unaudited pro forma consolidated financial statements
 are not necessarily indicative of what the actual financial position or results
 of operations of Regency would have been at December 31, 1998 assuming the
 transactions had been completed as set forth above, nor does it purport to
 represent the financial position or results of operations of Regency in future
 periods.


<PAGE>                             P-2

<TABLE>

                           Regency Realty Corporation
                      Pro Forma Consolidated Balance Sheet
                                December 31, 1998
                                   (Unaudited)
                                 (In thousands)



<CAPTION>
                                                                         Historical       Adjustments     Pro Forma
                                                                         ----------       -----------     ---------
               Assets 
   ------------------------------------------------
   <S>                                                                 <C>                       <C>      <C>
   Real estate investments, at cost                                    $  1,183,184                       1,183,184
   Construction in progress                                                  36,518              -           36,518
       Less: accumulated depreciation                                        58,984              -           58,984
                                                                        -----------       -----------    ----------
           Real estate rental property, net                               1,160,718              -        1,160,718
                                                                        -----------       -----------    ----------

   Investments in real estate partnerships                                   30,630              -           30,630
                                                                        -----------       -----------    ----------
       Net real estate investments                                        1,191,348              -        1,191,348
                                                                        -----------       -----------    ----------

   Cash and cash equivalents                                                 19,920              -           19,920
   Tenant receivables, net of allowance for
       uncollectible accounts                                                16,759              -           16,759
   Deferred costs, less accumulated amortization                              6,872              -            6,872
   Other assets                                                               5,208                           5,208
                                                                        -----------       -----------    ----------
           Total Assets                                                $  1,240,107              -        1,240,107
                                                                        ===========       ===========    ==========

       Liabilities and Stockholders' Equity
   ------------------------------------------------
   Notes payable                                                       $    430,495              -          430,495
   Acquisition and development line of credit                               117,631                         117,631
                                                                        -----------       -----------    ----------
       Total debt                                                           548,126              -          548,126

   Accounts payable and other liabilities                                    19,936              -           19,936
   Tenant's security and escrow deposits                                      3,110              -            3,110
                                                                        -----------       -----------    ----------
       Total liabilities                                                    571,172              -          571,172
                                                                        -----------       -----------    ----------

   Series A preferred units                                                  78,800              -           78,800
   Exchangeable operating partnership units                                  27,834              -           27,834
   Limited partners' interest in consolidated partnerships                   11,559              -           11,559
                                                                        -----------       -----------    ----------
                                                                            118,193              -          118,193
                                                                        -----------       -----------    ----------
   Stockholders' Equity:
   Common stock and additional paid in capital                              570,138              -          570,138
   Distributions in excess of net income                                    (19,396)             -          (19,396)
                                                                        -----------       -----------    ----------
       Total stockholders' equity                                           550,742              -          550,742
                                                                        -----------       -----------    ----------
           Total liabilities and stockholders' equity                  $  1,240,107              -        1,240,107
                                                                        ===========       ===========    ==========

</TABLE>



   See accompanying notes to pro forma consolidated balance sheet.


<PAGE>                             P-3

<TABLE>
                           Regency Realty Corporation
                 Pro Forma Consolidated Statement of Operations
                                   (Unaudited)
                 (In thousands, except share and per share data)





<CAPTION>
                                                                For the Year Ended December 31, 1998
                                                          ---------------------------------------------------
                                                                       Acquisition       Other
                                                          Historical   Properties      Adjustments      Pro Forma
                                                          ----------   -----------     -----------      ---------
<S>                                                       <C>            <C>            <C>             <C>    
Revenues:
      Minimum rent                                        $ 103,365      11,435  (a)      (697)   (d)     114,103
      Percentage rent                                         3,012         183  (a)        (8)   (d)       3,187
      Recoveries from tenants                                24,110       2,265  (a)       (67)   (d)      26,308
      Management, leasing and brokerage fees                 11,863           -              -             11,863
      Equity in income of investments in real 
        estate partnerships                                     946           -              -                946
                                                           --------    --------        -------           --------
                                                            143,296      13,883           (772)           156,407
                                                           --------    --------        -------           --------
Operating expenses:
      Depreciation and amortization                          25,046       2,885  (b)      (453)   (d)      27,478
      Operating and maintenance                              18,456       1,337  (a)      (122)   (d)      19,671
      General and administrative                             15,064         678  (a)       (25)   (d)      15,717
      Real estate taxes                                      12,389       1,473  (a)       (81)   (d)      13,781
                                                           --------    --------        -------           --------
                                                             70,955       6,373           (681)            76,647
                                                           --------    --------        -------           --------
 Interest expense (income):
      Interest expense                                       28,786       7,709  (c)    (2,426)   (e)      34,069
      Interest income                                        (1,957)          -            -               (1,957)
                                                           --------    --------        -------           --------
                                                             26,829       7,709         (2,426)            32,112
                                                           --------    --------        -------           --------
      Income before minority interest
         and gain on sale of real
         estate investments                                  45,512        (199)         2,335             47,648

 Gain on sale of real estate investments                     10,726           -         (9,336)   (d)       1,390
 Minority interest preferred unit distributions              (3,358)          -         (3,142)   (f)      (6,500)
 Minority interest                                           (2,290)          8            280             (2,002)
                                                           --------    --------        -------           --------
      Net income for common stockholders                  $  50,590        (191)        (9,863)            40,536
                                                           ========    ========        =======           ========
 

 Net income per share (note (g)):
      Basic                                               $    1.80                                     $    1.40
                                                           ========    ========        =======           ========
      Diluted                                             $    1.75                                     $    1.36
                                                           ========    ========        =======           ========

</TABLE>


 See accompanying notes to pro forma consolidated statement of operations.


<PAGE>                             P-4


                           Regency Realty Corporation
             Notes to Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 1998
                                   (Unaudited)
                  (In thousands, except unit and per unit data)

(a)  In January 1998, the Company entered into an agreement to acquire 32
     shopping centers from various entities comprising the Midland Group. The
     Company has acquired 20 Midland shopping centers fee simple and 12 through
     joint ventures during 1998 containing 2.2 million square feet for
     approximately $220.4 million. In addition to the Midland Group, the Company
     has acquired eleven other shopping centers during 1998.

     The following reflects revenues and certain expenses for all acquired
     properties for the period from January 1, 1998 to the respective
     acquisition date of the property.


<TABLE>
<CAPTION>
         Property             Acquisition     Minimum     Percentage    Recoveries     Operating and       Real        General and
           Name                  Date           Rent        Rent       from Tenants    Maintenance     Estate Taxes   Administrative
     ---------------------    -----------    --------     ----------   ------------    -------------   ------------   --------------
     <S>                       <C>           <C>             <C>       <C>              <C>            <C>            <C>           
     Garner Festival (1)       9/30/98       $     -           -       $     -          $     -        $      -       $       -
     Windmiller Farms          7/15/98           621           -            97               37              77              34   
     Franklin Square           4/29/98           414           -            56               52              31              32   
     St. Ann Square            4/17/98           217           -            44               18              35              12   
     East Point Crossing       4/29/98           268           -            52               16              35              17   
     North Gate Plaza          4/29/98           234           -            33               18              27              10   
     Worthington Park          4/29/98           281           -            68               22              40              19   
     Beckett Commons            3/1/98           113           -             7                6              14               4   
     Cherry Grove Plaza         3/1/98           239           -            11               13              22              21   
     Bent Tree Plaza            3/1/98           137           -            11                7              59               8   
     West Chester Plaza         3/1/98           130           -            12               13              42               7   
     Brookville Plaza           3/1/98            95           -             5                5               8               4   
     Lake Shores Plaza          3/1/98           123           -            10                5              16               6   
     Evans Crossing             3/1/98           116           -             4                5               8               6   
     Statler Square             3/1/98           164           -            15               13               1               8   
     Kernersville Plaza         3/1/98           120           -             4                8               8               8   
     Maynard Crossing           3/1/98           272           -            38               13              15              15   
     Shoppes at Mason           3/1/98           116           -            27               15              33               6   
     Lake Pine Plaza            3/1/98           152           -            13               10               8               9   
     Hamilton Meadows           3/1/98           148           -            42               10              15               7   
                                              ------      ------        ------           ------         -------        --------  
       Total Midland Group                     3,960           -           549              286             494             233   
                                                                                                        
     Delk Spectrum             1/14/98            48           -             5                2               3               2   
     Bloomingdale Square       2/11/98           214           6            53               25              24              21   
     Silverlake                 6/3/98           346           -            60               36              36              18   
     Highland Square           6/17/98           516          51            86               46              79              60   
     Shoppes @104              6/19/98           620           -           133               72              79              28   
     Fleming Island            6/30/98           348           -           289               39             194              36   
     Pike Creek                 8/4/98         1,172         116           108              135              83              47   
     Hinsdale Lake Common     10/21/98         1,289           7           379              216             148              67   
     Park Place               11/20/98           952           3           229              171             120              20   
     Queensboro               12/11/98           756           -           135              143              57              44   
     Beneva Village           12/22/98         1,214           -           239              166             156             102   
                                              ======       =====        ======           ======         =======        ========  
       Total for all acquisitions            $11,435      $  183       $ 2,265          $ 1,337        $  1,473       $     678 
                                              ======       =====        ======           ======         =======        ========  
</TABLE>                                                                     

    (1) The property was under development until the date of acquisition,
        thus there are no revenues and expenses to be recorded in the statement
       of operations.

<PAGE>                             P-5


                           Regency Realty Corporation
             Notes to Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 1998
                                   (Unaudited)
                  (In thousands, except unit and per unit data)


(b)  Depreciation expense is based on the estimated useful life of the
     properties acquired. For properties under construction, depreciation
     expense is calculated from the date the property is placed in service
     through the end of the period. In addition, the calculations reflect
     depreciation expense on the properties from January 1, 1998 to the
     respective acquisition date of the property.


<TABLE>
<CAPTION>
           Property                        Building and    Year Building                      Depreciation
            Name                           Improvements    Built/Renovated    Useful Life      Adjustment
           --------                        ------------    ---------------    -----------     ------------

         <S>                               <C>                  <C>               <C>         <C>     
         Delk Spectrum                     $   10,417           1991              34          $     11
         Bloomingdale Square                   13,189           1987              30                51
         Silverlake Shopping Center             7,584           1988              31               103
         Highland Square                        9,049           1960              20               208
         Shoppes @104                           6,439           1990              33                91
         Fleming Island                         4,773           1994              37                64
         Pike Creek                            18,082           1981              24               446
         Hinsdale Lake Commons                 14,976           1986              29               382
         Park Place                             7,974           1988              31               236
         Queensboro                             6,501           1993              36               181
         Beneva Village                         8,851           1987              30               295
                                                                                               -------
                                                                                              $  2,068
                                                                                               -------


         Midland Group                     $  151,636       Ranging from      Ranging from
                                                            1986 to 1996        29 to 40      $    817
                                                                                               -------

            Total depreciation adjustment                                                     $  2,885
                                                                                               =======
</TABLE>

             



(c)  To reflect interest expense on the Line required to complete the
     acquisition of all properties at the interest rate afforded the Company at
     December 31, 1998 (6.562%), and the assumption of $97.0 million of debt in
     conjunction with the Midland Group. For properties under construction,
     interest expense is calculated from the date the property was placed in
     service through the acquisition date.

(d)  During 1998, the Company sold three office buildings and a parcel of land
     for $26.7 million, and recognized a gain on the sale of $9.3 million. The
     adjustments to the pro forma statements of operations reflect the reversal
     of the revenues and expenses from the office buildings generated during
     1998, including the gains on the sale of the office buildings as if the
     sales had been completed on January 1, 1998. The Company believes that
     excluding the results of operations and gains related to the office
     buildings sold is necessary for an understanding of the continuing
     operations of the Company.

(e)  To reflect (i) interest expense and loan cost amortization on the $100
     million debt offering on July 15, 1998 offset by (ii) the reduction of
     interest expense on the Line and mortgage loans from the proceeds of the
     debt offering, the issuance of $80 million of preferred units on July 15,
     1998 and the proceeds from the sale of the office buildings referred to in
     note (d).

(f)  To adjust the preferred unit distribution to an assumed annual rate of
     8.125%.


<PAGE>                             P-6


                           Regency Realty Corporation
             Notes to Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 1998
                                   (Unaudited)
                  (In thousands, except unit and per unit data)


(g)  The following summarizes the calculation of basic and diluted earnings per
     unit for the year ended December 31, 1998.


      Basic Earnings Per Share (EPS) Calculation:
         Weighted average common shares outstanding                       25,150
                                                                      ==========

         Net income for common stockholders                          $    40,536
         Less: dividends paid on Class B common stock                      5,378
                                                                      ----------
         Net income for Basic EPS                                    $    35,158
                                                                      ==========

      Basic EPS                                                      $      1.40
                                                                      ==========

         Net income for Basic EPS                                    $    35,158
         Add: minority interest of exchangeable partnership units          1,538
                                                                      ----------
         Net income for Diluted EPS                                  $    36,696
                                                                      ==========

      Diluted Earnings Per Share (EPS) Calculation:
         Weighted average common shares outstanding for Basic EPS         25,150
         Exchangeable operating partnership units                          1,223
         Incremental units to be issued under common
           stock options using the Treasury method                            14
         Contingent units or shares for the acquisition
           of real estate                                                    511
                                                                      ----------
                Total Diluted Shares                                      26,898
                                                                      ==========

      Diluted EPS                                                    $      1.36
                                                                      ==========



<PAGE>                             P-7


                              Pacific Retail Trust
                   Pro Forma Consolidated Financial Statements




 The following unaudited pro forma consolidated financial statements are based
 upon the historical consolidated balance sheet of Pacific Retail Trust (Pacific
 Retail) as of December 31, 1998. The following unaudited pro forma consolidated
 statement of operations of Pacific Retail are based upon the historical
 consolidated statement of operations for the year ended December 31, 1998.
 These statements are presented as if Pacific Retail had acquired all of its
 properties as of January 1, 1998.

 The unaudited pro forma consolidated financial statements are not necessarily
 indicative of what the actual financial position or results of operations of
 Pacific Retail would have been at December 31, 1998 assuming the transactions
 had been completed as set forth above, nor does it purport to represent the
 financial position or results of operations of Pacific Retail in future
 periods.


<PAGE>                             P-8


<TABLE>
                              Pacific Retail Trust
                      Pro Forma Consolidated Balance Sheet
                               December 31, 1998
                                   (Unaudited)
                                 (In thousands)



<CAPTION>
                                                            Historical      Adjustments         Pro Forma
                      Assets                                ----------      -----------         ---------
   -------------------------------------------------

<S>                                                         <C>                <C>            <C>      
   Real estate investments, at cost                        $ 1,081,107         33,000  (a)      1,114,107
   Construction in progress                                     24,975              -              24,975
       Less: accumulated depreciation                           41,916              -              41,916
                                                            ----------       --------          ----------
           Real estate rental property, net                  1,064,166         33,000           1,097,166
                                                            ----------       --------          ----------

   Cash and cash equivalents                                       529              -                 529
   Tenant receivables, net of allowance for
       uncollectible accounts                                   12,878              -              12,878
   Deferred costs, less accumulated amortization                 6,876              -               6,876
   Other assets                                                 11,025              -              11,025
                                                            ----------       --------          ----------
           Total Assets                                    $ 1,095,474         33,000         $ 1,128,474
                                                            ==========       ========          ==========
       Liabilities and Stockholders' Equity
   -------------------------------------------------
   Mortgage loans payable                                  $   101,747              -             101,747
   Acquisition and development line of credit                  233,600         33,000  (a)        266,600
                                                            ----------       --------          ----------
       Total debt                                              335,347         33,000             368,347

   Accounts payable and other liabilities                       12,570              -              12,570
   Tenant's security and escrow deposits                         3,536              -               3,536
                                                            ----------       --------          ----------
       Total liabilities                                       351,453         33,000             384,453
                                                            ----------       --------          ----------

   Minority interest                                            19,377              -              19,377
                                                            ----------       --------          ----------

   Preferred stock                                              31,303              -              31,303
   Common stock and additional paid in capital                 706,089              -             706,089
   Distributions in excess of net income                       (12,748)             -             (12,748)
                                                            ----------       --------          ----------
       Total stockholders' equity                              724,644              -             724,644
                                                            ----------       --------          ----------
           Total liabilities and stockholders' equity      $ 1,095,474         33,000           1,128,474
                                                            ==========       ========          ==========

</TABLE>

<PAGE>                             P-9



                              Pacific Retail Trust
                 Pro Forma Consolidated Statement of Operations
                                   (Unaudited)
                 (In thousands, except share and per share data)





<TABLE>
<CAPTION>
                                                           For the Year Ended December 31, 1998
                                                           ------------------------------------
                                                                           Acquisition      
                                                        Historical         Properties        Pro Forma
                                                        ----------         -----------       ---------
<S>                                                     <C>                  <C>            <C>    
Revenues:
      Minimum rent                                      $    97,058           7,359  (b)       104,417  
      Percentage rent                                         1,540               -              1,540  
      Recoveries from tenants                                25,901           1,574  (b)        27,475  
      Management, leasing and brokerage fees                     53               -                 53  
                                                         ----------        --------          ---------
                                                            124,552           8,933            133,485  
                                                         ----------        --------          ---------
Operating expenses:                                                                                  
      Depreciation and amortization                          23,397           1,896  (c)        25,293  
      Operating and maintenance                              16,208           1,502  (b)        17,710  
      General and administrative                              9,967             283  (b)        10,250  
      Real estate taxes                                      13,997             687  (b)        14,684  
                                                         ----------        --------          ---------
                                                             63,569           4,368             67,937  
                                                         ----------        --------          ---------
Interest expense (income):                                                                                                     
      Interest expense                                       16,751           5,906  (d)        22,657  
      Interest income                                          (852)              -               (852) 
                                                         ----------        --------          ---------
                                                             15,899           5,906             21,805  
                                                         ----------        --------          ---------

      Income before minority interest                                                                
         and gain on sale of real                                                                    
         estate investments                                  45,084          (1,341)            43,743  
                                                                                                     
                                                                                                     
 Gain on sale of real estate investments                        837                             837  
 Minority interest                                             (925)            153               (772) 
                                                         ----------        --------          ---------
      Net income                                             44,996          (1,188)            43,808  
                                                                                                       
                                                                                                     
 Preferred distributions                                     (2,352)              -             (2,352) 
                                                         ----------        --------          ---------
      Net income for common shareholders                $    42,644          (1,188)            41,456  
                                                         ==========        ========          =========  

 Net income per share (note (e)):                                                                    
      Basic                                             $      0.67                         $     0.65  
                                                         ==========                          =========
      Diluted                                           $      0.66                         $     0.64  
                                                         ==========                          =========

</TABLE>

 See accompanying notes to pro forma consolidated statements of operations.


<PAGE>                             P-10


                              Pacific Retail Trust
             Notes to Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 1998
                                   (Unaudited)
                 (In thousands, except share and per share data)

 (a) Pacific Retail acquired one shopping center, subsequent to December 31,
     1998, for an aggregate purchase price of approximately $33 million which is
     reflected in the pro forma balance sheet. The shopping center, Westlake
     Village and Center, was acquired on February 3, 1999 using funds drawn on
     the Acquisition and development line of credit.

(b)  Reflects revenues and certain expenses for the Acquisition Properties for
     the period from January 1, 1998 to the earlier of the respective
     acquisition date of the property or December 31, 1998.

<TABLE>

<CAPTION>
       Property                Acquisition   Minimum     Recoveries    Operating and      Real
         Name                      Date        Rent      from Tenants    Maintenance    Estate Taxes
       --------                -----------   -------     ------------  -------------    ------------
     <S>                         <C>         <C>         <C>           <C>              <C>
     Twin Peaks                  1/15/98     $   231     $     32      $    25          $    8
     Woodman - Van Nuys          1/30/98          78           10           22              12
     Pine Lake Village            3/6/98         327           62           47              24
     Sammamish Highlands          3/6/98         348          100           71              31
     Inglewood Plaza              3/6/98          71           19           15               6
     Oakbrook Plaza              3/30/98         180           44           10              14
     Diablo Plaza                5/14/98         434          191           69              76
     Thomas Lake                 5/21/98         400           65           26              37
     Sherwood Market Center      7/15/98         700          157           97              83
     Murrayhill Marketplace      7/15/98         878           93          280              51
     Cherry Park Market          7/15/98         518           77           97              30
     Sunnside 205                7/15/98         493           91          130              57
     Westlake Plaza and Center    2/3/99       2,701          633          613             258
                                              ------      -------       ------           -----
                                             $ 7,359     $  1,574      $ 1,502          $  687
                                              ======      =======       ======           =====

</TABLE>

(c)  Depreciation expense is based on an estimated life of up to forty years for
     the buildings and ten years for the improvements of the properties
     acquired. In addition the calculations reflect depreciation expense on the
     properties from January 1, 1998 to the earlier of the respective
     acquisition date of the property or December 31, 1998.

<TABLE>

<CAPTION>

           Property                           Building and      Year Building      Depreciation
             Name                             Improvements      Built/Renovated     Adjustment
           --------                           ------------      ---------------    ------------
     <S>                                       <C>                   <C>           <C>     
     Twin Peaks                                $  24,726             1988          $     16
     Woodman - Van Nuys                            5,920             1992                14
     Pine Lake Village                            10,326             1989                47
     Sammamish Highlands                           7,391             1992                36
     Inglewood Plaza                               1,830             1985                 8
     Oakbrook Plaza                                5,926             1982                42
     Diablo Plaza                                  7,362             1982                71
     Thomas Lake                                   9,940             1998               103
     Sherwood Market Center                       14,860             1995               187
     Murrayhill Marketplace                       14,664             1988               183
     Cherry Park Market                           15,934             1997               201
     Sunnside 205                                  8,585             1988               108
     Westlake Village Plaza and Center            26,400             1975               880
                                                                                    -------
         Acquisition Properties pro forma depreciation adjustment                  $  1,896
                                                                                    =======

</TABLE>

<PAGE>                             P-11

(d)  To reflect interest expense on the Line required to complete the
     acquisition of the Acquisition Properties at the interest rate afforded
     Pacific Retail at December 31, 1998 (6.89%). The year ended December 31,
     1998 calculation reflects interest expense on the properties from January
     1, 1998 to the respective acquisition date of the property. The aggregate
     purchase price for all Acquisition Properties was $212,143.

(e) The following summarizes the calculation of basic and diluted earnings per
    share for the year ended December 31, 1998.


       Basic Earnings Per Share (EPS) Calculation:
            Weighted average common shares outstanding                   64,048
                                                                     ==========

            Proforma net income for Basic EPS                       $    41,456
                                                                     ==========

       Basic EPS                                                    $      0.65
                                                                     ==========

            Proforma net income for Basic EPS                            41,456
            Add: minority interest for operating 
               partnership units                                            772
                                                                     ----------
            Proforma net income for Diluted EPS                          42,228
                                                                     ==========

       Diluted Earnings Per Share (EPS) Calculation:
            Weighted average common shares outstanding 
               for Basic EPS                                             64,048
            Operating partnership units                                   1,636
            Incremental shares to be issued under common
             stock options using the Treasury method                        171
                                                                     ----------
                 Total Diluted Shares                                    65,855
                                                                     ==========

       Diluted EPS                                                  $      0.64
                                                                     ==========


       Preferred shares are not considered in the earnings per share
       calculation since their effect is antidilutive.


<PAGE>                             P-12


           Regency Realty Corporation and Pacific Retail Trust Merger
                   Pro Forma Consolidated Financial Statements




 The following unaudited pro forma consolidated financial statements are based
 upon the pro forma financial statements of Regency Realty Corporation
 (Regency), and the pro forma financial statements of Pacific Retail Trust
 (Pacific Retail), both included elsewhere within this filing. The pro forma
 consolidated financial statements are presented as if Regency, had completed
 its merger with Pacific Retail as of January 1, 1998.

 These unaudited pro forma consolidated financial statements should be read in
 conjunction with the Regency's annual report filed on Form 10-K as of and for
 the year ended December 31, 1998, and also in conjunction with the Pacific
 Retail financial statements included elsewhere within this filing.

 The unaudited pro forma consolidated financial statements are not necessarily
 indicative of what the actual financial position or results of operations of
 Regency would have been as of and for the year ended December 31, 1998 assuming
 the transactions had been completed as set forth above, nor does it purport to
 represent the financial position or results of operations of Regency in future
 periods.


<PAGE>                             P-13


           Regency Realty Corporation and Pacific Retail Trust Merger
                      Pro Forma Consolidated Balance Sheet
                                December 31, 1998
                                   (Unaudited)
                                 (In thousands)

<TABLE>

<CAPTION>
                                                                                                               Combined
                                                          Regency          Pacific Retail                      Company
                                                         Pro Forma           Pro Forma      Adjustments        Pro Forma
                                                         ---------         --------------   -----------        ---------
                  Assets
   ----------------------------------------------

   <S>                                                  <C>                  <C>             <C>               <C>      
   Real estate investments, at cost                     $ 1,183,184          1,114,107         4,362    (a)    2,301,653
   Construction in progress                                  36,518             24,975             -              61,493
       Less: accumulated depreciation                        58,984             41,916        41,916    (a)       58,984
                                                         ----------        -----------      --------          ----------
                                                          1,160,718          1,097,166        46,278           2,304,162

   Investments in real estate partnerships                   30,630                  -             -              30,630
                                                         ----------        -----------      --------          ----------
       Net real estate investments                        1,191,348          1,097,166        46,278           2,334,792
                                                         ----------        -----------      --------          ----------

   Cash and cash equivalents                                 19,920                529        (1,844)   (a)       18,605
   Tenant receivables, net of allowance for
       uncollectible accounts                                16,759             12,878             -              29,637
   Deferred costs, less accumulated amortization              6,872              6,876        (6,876)   (a)        6,872
   Other assets                                               5,208             11,025       (11,025)   (a)        5,208
                                                         ----------        -----------      --------          ----------
           Total Assets                                 $ 1,240,107          1,128,474        26,533           2,395,114
                                                         ==========        ===========      ========           =========

      Liabilities and Stockholders' Equity
   ----------------------------------------------
   Notes payable                                        $   430,495            101,747             -             532,242
   Acquisition and development line of credit               117,631            266,600             -             384,231
                                                         ----------        -----------      --------          ----------
       Total debt                                           548,126            368,347             -             916,473

   Accounts payable and other liabilities                    19,936             12,570             -              32,506
   Tenant's security and escrow deposits                      3,110              3,536             -               6,646
                                                         ----------        -----------      --------          ----------
       Total liabilities                                    571,172            384,453             -             955,625
                                                         ----------        -----------      --------          ----------

   Series A preferred units                                  78,800                  -             -              78,800
   Exchangeable operating partnership units                  27,834             19,377        (1,065)   (a)       46,146
   Limited partners' interest in consolidated
     partnerships                                            11,559                  -             -              11,559
                                                         ----------        -----------      --------          ----------
                                                            118,193             19,377        (1,065)            136,505

   Preferred stock                                                -             31,303         3,744    (a)       35,047
   Common stock and additional paid in capital              570,138            706,089        11,106    (a)    1,287,333
   Distributions in excess of net income                    (19,396)           (12,748)       12,748    (a)      (19,396)
                                                         ----------        -----------      --------          ----------
       Total stockholders' equity                           550,742            724,644        27,598           1,302,984
                                                         ----------        -----------      --------          ----------
         Total liabilities and stockholders' equity     $ 1,240,107          1,128,474        26,533           2,395,114
                                                         ==========        ===========      ========           =========

</TABLE>



   See accompanying notes to pro forma consolidated balance sheet.


<PAGE>                             P-14


           Regency Realty Corporation and Pacific Retail Trust Merger
                  Notes to Pro Forma Consolidated Balance Sheet
                                December 31, 1998
                                   (Unaudited)
                                 (In thousands)

 (a)  Merger of Pacific Retail and Regency Realty Corporation

      Pacific Retail will be merged with and into Regency, with Regency being
      the surviving entity. Each issued and outstanding Pacific Retail Common
      Share will be exchanged for 0.48 shares of Regency Common Stock, and each
      issued and outstanding Pacific Retail Preferred Share will be converted
      into 0.48 shares of a corresponding series of Regency Preferred Stock.

      Regency will also become the sole general partner of Pacific Retail
      Partnership ("PRT Partnership"). Thereafter, PRT Partnership intends to
      merge into Regency Centers, L.P. at such time as Regency determines
      appropriate.

      The total cost to acquire Pacific Retail is $1,156,851 based on the value
      of Regency shares and partnership units expected to be issued including
      the assumption of outstanding debt and liabilities, at fair value
      ($384,453 at December 31, 1998), of Pacific Retail, and estimated closing
      costs of $1,844. The price per share and partnership unit used to
      determine the purchase price is $23.325 based upon the five day average of
      the closing stock price of Regency's common stock as listed on the New
      York Stock Exchange immediately before, during and after the date the
      terms of the merger were agreed to and announced to the public.

      The following summarizes the total costs paid by Regency related to the
      merger:
<TABLE>
<CAPTION>
                                      Pacific Retail
                                        Shares and                    Regency Shares     Regency
                                           Units        Exchange        and Units         Value         Acquisition
                                        Outstanding       Ratio           Issued        Per Share         Costs
                                      --------------    --------      --------------    ---------       -----------
          <S>                              <C>            <C>             <C>           <C>            <C>
          Common stock                     64,058         0.48            30,748        $ 23.325           717,195
          Preferred stock                   3,130         0.48             1,503        $ 23.325            35,047
          Partnership units                 1,636         0.48               785        $ 23.325            18,312
                                    ----------------                  --------------                    ------------
                                           68,824                         33,036                           770,554
                                    ================                  ==============

          Pacific Retail outstanding debt and liabilities assumed at fair value
          Estimated closing costs                                                                          384,453
          Total acquisition costs                                                                            1,844
                                                                                                        ----------
                                                                                                       $ 1,156,851
                                                                                                        ==========
</TABLE>

The following summarizes the adjustment necessary to record the merger of
Pacific Retail and Regency under purchase accounting.

          Assets
          ------

          Pacific Retail assets at historical cost                  $ 1,128,474
          Adjust Pacific Retail real estate investments 
            to fair value                                                 4,362
          Remove Pacific Retail accumulated depreciation                 41,916
          Adjust Pacific Retail deferred and other assets 
            under purchase accounting                                   (17,901)
                                                                     ----------
                   Total purchase price                               1,156,851
          Adjust for cash paid for closing costs                         (1,844)
                                                                     ----------
                                                                    $ 1,155,007
                                                                     ==========
          Liabilites and Stockholders' Equity
          -----------------------------------

          Pacific Retail liabilities and stockholders' 
            equity at historical cost                               $ 1,128,474
          Adjust Pacific Retail exchangeable operating 
            partnership units to fair value                              (1,065)
          Exchange Pacific Retail preferred stock for 
            Regency preferred stock                                       3,744
          Remove Pacific Retail distributions in excess 
            of net income                                                12,748
          Reallocate common stock and additional paid 
            in capital                                                   11,106
                                                                     ----------
                                                                    $ 1,155,007
                                                                     ==========

<PAGE>                             P-15


           Regency Realty Corporation and Pacific Retail Trust Merger
                 Pro Forma Consolidated Statement of Operations
                                   (Unaudited)
                      (In thousands, except per share data)




<TABLE>

<CAPTION>
                                                                           For the Year Ended December 31, 1998
                                                                           ------------------------------------
                                                                 Regency       Pacific Retail                     Combined
                                                               Pro Forma         Pro Forma       Adjustments      Company
                                                               ---------       --------------    -----------      --------
<S>                                                            <C>             <C>               <C>              <C>
Revenues:
      Minimum rent                                             $ 114,103          104,417               -          218,520
      Percentage rent                                              3,187            1,540               -            4,727
      Recoveries from tenants                                     26,308           27,475               -           53,783
      Management, leasing and brokerage fees                      11,863               53               -           11,916
      Equity in income of investments in real  
        estate partnerships                                          946                -               -              946
                                                                --------        ---------         -------          -------
                                                                 156,407          133,485               -          289,892
                                                                --------        ---------         -------          -------
Operating expenses:
      Depreciation and amortization                               27,478           25,293           1,128   (b)     53,899
      Operating and maintenance                                   19,671           17,710               -           37,381
      General and administrative                                  15,717           10,250               -           25,967
      Real estate taxes                                           13,781           14,684               -           28,465
                                                                --------        ---------         -------          -------
                                                                  76,647           67,937           1,128          145,712
                                                                --------        ---------         -------          -------
 Interest expense (income):
      Interest expense                                            34,069           22,657               -           56,726
      Interest income                                             (1,957)            (852)              -           (2,809)
                                                                 --------        ---------         -------          -------
                                                                  32,112           21,805               -           53,917
                                                                --------        ---------         -------          -------
      Income before minority interest
          and gain on sale of real
          estate investments                                      47,648           43,743          (1,128)          90,263

 Gain on sale of real estate investments                           1,390              837               -            2,227
 Minority interest                                                (8,502)            (772)             45           (9,229)
                                                                --------        ---------         -------          -------

      Net income                                                  40,536           43,808          (1,083)          83,261

 Preferred distributions                                               -           (2,352)              -           (2,352)
                                                                --------        ---------         -------          -------
      Net income for common stockholders                       $  40,536       $   41,456        $ (1,083)        $ 80,909
                                                                ========        =========         =======          =======


 Net income per share (note (c)):
      Basic                                                    $   1.40        $     0.65                         $   1.35
                                                                ========        =========                          =======
      Diluted                                                  $   1.36        $     0.64                         $   1.34
                                                                ========        =========                          =======

</TABLE>


 See accompanying notes to pro forma consolidated statement of operations.


<PAGE>                             P-16


           Regency Realty Corporation and Pacific Retail Trust Merger
             Notes to Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 1998
                                   (Unaudited)
                 (In thousands, except share and per share data)


 (b)  To increase depreciation expense as a result of the adjustment of real
      estate investments to fair market value:


       Adjustment to record real estate investments at 
         fair market value                                            $  46,278
       Allocation to land                                               (10,181)
                                                                       --------
       Allocation to building                                            36,097

       Estimated useful life in years                                        32
                                                                       --------
       Depreciation expense                                           $   1,128
                                                                       ========




 (c)  The following summarizes the calculation of basic and diluted earnings per
      share for the year ended December 31, 1998


       Basic Earnings Per Share (EPS) Calculation:
         Weighted average common shares outstanding
                 Regency                                                 25,150
                 Regency Common Shares issued to Pacific Retail          30,748
                                                                       --------
         Adjusted weighted average common shares outstanding             55,898
                                                                       ========

         Net income for common stockholders per Combined Pro Forma    $  80,909
           Less: dividends paid on Class B common stock                  (5,378)
                                                                       --------
         Net income for Basic EPS                                     $  75,531
                                                                       ========

       Basic EPS                                                      $    1.35
                                                                       ========

       Diluted Earnings Per Share (EPS) Calculation:
         Weighted average common shares outstanding for Basic EPS        55,898
         Regency exchangeable operating partnership units                 1,223
         Pacific Retail exchangeable operating partnership units            785
         Incremental shares to be issued under common
           stock options using the Treasury method                           96
         Contingent shares for the acquisition of real estate               511
                                                                       --------
                Total Diluted Shares                                     58,513
                                                                       ========

         Net income for Basic EPS                                     $  75,531
           Add: minority interest of operating partnership units          2,729
                                                                       --------
         Net income for Diluted EPS                                   $  78,260
                                                                       ========

       Diluted EPS                                                    $    1.34
                                                                       ========

       Preferred shares are not considered in the earnings per share
       calculation since their effect is antidilutive.



<PAGE>

                              
                              PACIFIC RETAIL TRUST

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  Years Ended
                           December 31, 1998 and 1997



<PAGE>                             F-1

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Trustees of
Pacific Retail Trust


In our opinion, the accompanying consolidated balance sheets and the related 
consolidated statements of operations, of changes in shareholders' equity and 
of cash flows present fairly, in all material respects, the financial position 
of Pacific Retail Trust and its consolidated investments at December 31, 1998 
and 1997 and the results of their operations and their cash flows for each of 
the two years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles. These financial statements are the responsi-
bility of the Company's management; our responsibility is to express an opinion 
on these financial statements based on our audits. We conducted our audits of 
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the accounting principles 
used and significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for the opinion expressed above.


                           PricewaterhouseCoopers LLP


February 5, 1999
Dallas, Texas


<PAGE>                             F-2


<TABLE>

PACIFIC RETAIL TRUST

CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
<CAPTION>
                                                                                              December 31,
                                                                                       1998                   1997
                                                                                   --------------          -------------

<S>                                                                               <C>                     <C>          
ASSETS
Real estate investments                                                           $ 1,106,081,526         $ 851,458,212
Less: accumulated depreciation                                                        (41,915,750)          (19,680,694)
                                                                                   --------------          ------------
                                                                                    1,064,165,776           831,777,518
Cash and cash equivalents                                                                 529,156             4,496,896
Accounts receivable, net                                                                8,230,352             7,814,026
Escrow deposits                                                                         3,080,963             2,582,250
Other assets, net                                                                      19,467,354            10,573,762
                                                                                   --------------          ------------

      Total assets                                                                $ 1,095,473,601         $ 857,244,452
                                                                                   ==============          ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
    Lines of credit                                                               $   233,600,000         $  13,600,000
    Notes payable                                                                     101,746,716            84,943,050
    Accounts payable and accrued expenses                                               4,747,092             8,140,425
    Accrued real estate taxes                                                           7,307,298             6,859,847
    Deferred income                                                                       516,722             1,820,900
    Tenant security deposits                                                            3,535,559             2,653,923
    Other liabilities                                                                           -                95,388
                                                                                   --------------          ------------

      Total liabilities                                                               351,453,387           118,113,533

Commitments and contingencies (Note 10)                                                         -                     -

Minority interest                                                                      19,377,418             7,681,400

Shareholders' equity:
    Shares of beneficial interest, $0.01 par value;
      150,000,000 shares authorized
        Series A preferred shares (1,130,276 authorized,
           issued and outstanding; stated liquidation preference
           of $10 per share plus declared and unpaid dividends)                        11,302,760            11,302,760
        Series B preferred shares (6,130,276 authorized;
           2,000,000 issued and oustanding; stated liquidation
           preference of $10 per share plus declared and
           unpaid dividends)                                                           20,000,000            20,000,000
        Common shares (64,058,119 shares issued and
           outstanding at December 31, 1998; 64,022,671 shares
           issued and outstanding at December 31, 1997)                                   640,581               640,227
    Additional paid-in capital                                                        713,883,660           713,511,243
    Employee share notes                                                               (8,435,857)           (7,930,780)
    Distributions in excess of net earnings                                           (12,748,348)           (6,073,931)
                                                                                   --------------          ------------
      Total shareholders' equity                                                      724,642,796           731,449,519
                                                                                   --------------          ------------
        Total liabilities and shareholders' equity                                $ 1,095,473,601         $ 857,244,452
                                                                                   ==============          ============

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>                             F-3

<TABLE>

PACIFIC RETAIL TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<CAPTION>
                                                                                              Years Ended
                                                                                              December 31,
                                                                                        1998               1997
                                                                                   ------------       ------------
<S>                                                                               <C>                <C>          
Income:
    Minimum rent                                                                  $  97,058,254      $  60,869,191
    Percentage rent                                                                   1,540,006          1,233,100
    Recoveries from tenants                                                          25,901,436         16,890,346
    Management, leasing and brokerage fees                                               52,637            391,950
                                                                                   ------------       ------------
                                                                                    124,552,333         79,384,587
                                                                                   ------------       ------------
Operating Expenses:
    Operating and maintenance                                                        16,208,322          9,727,800
    Depreciation and amortization                                                    23,397,091         14,715,334
    General and administrative                                                        9,967,234          6,541,521
    Real estate taxes                                                                13,996,484         10,011,484
                                                                                   ------------       ------------
                                                                                     63,569,131         40,996,139
                                                                                   ------------       ------------
Interest expense (income):
    Interest expense                                                                 16,750,980         11,667,415
    Interest income                                                                    (851,775)          (480,548)
                                                                                   ------------       ------------
                                                                                     15,899,205         11,186,867
                                                                                   ------------       ------------
    Earnings before minority interest and gain on
      sale of real estate investments                                                45,083,997         27,201,581

Gain on sale of real estate investments                                                 836,584              9,621
Minority interest                                                                      (925,499)          (490,173)
                                                                                   ------------       ------------
Net earnings                                                                         44,995,082         26,721,029

    Less:  Series A preferred share dividends                                           811,543            755,024
           Series B preferred share dividends                                         1,540,000          1,440,000
                                                                                   ------------       ------------
      Net earnings attributable to common shares                                  $  42,643,539      $  24,526,005
                                                                                   ============       ============
    Weighted average common shares outstanding                                       64,047,832         40,173,476
                                                                                   ============       ============
    Weighted average diluted common shares
      outstanding                                                                    64,218,610         40,268,452
                                                                                   ============       ============

      Basic earnings per share                                                    $         .67      $         .61
      Diluted earnings per share                                                  $         .66      $         .61

</TABLE>

              See accompanying notes to the financial statements.


<PAGE>                             F-4


<TABLE>

PACIFIC RETAIL TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<CAPTION>
                                      Shares of Beneficial Interest
                                           (150,000,000 Shares                                           
                                               Authorized)                                               Retained
                                 ----------------------------------------                                earnings
                                  Series A      Series B       Common                    Additional    (Distributions     Total
                                  Preferred     Preferred      shares      Employee       paid-in      in excess of   shareholders'
                                   Shares        Shares      at par value share notes     capital        earnings)       equity
                                 ------------  ------------  ------------ ------------  -------------  -------------- --------------

<S>                              <C>           <C>            <C>         <C>           <C>            <C>            <C>          
Balance at December 31, 1996     $ 11,302,760  $20,000,000    $  239,598  $         -   $240,013,905   $  (1,726,337) $ 269,829,926

Sale of shares, net                                              400,629   (7,934,400)   473,497,338                    465,963,567
Shareholder distributions                                                       3,620                    (31,068,623)   (31,065,003)
Net earnings                                                                                              26,721,029     26,721,029
                                 ------------  ------------  ------------ ------------  -------------  -------------- --------------

Balance at December 31, 1997      11,302,760    20,000,000       640,227   (7,930,780)   713,511,243      (6,073,931)   731,449,519

Sale of shares                                                     1,546   (1,909,500)     1,979,390                         71,436
Redemption of shares                                              (1,192)   1,345,263     (1,606,973)                      (262,902)
Shareholder distributions                                                      59,160                    (51,669,499)   (51,610,339)
Net earnings                                                                                              44,995,082     44,995,082
                                 ------------  ------------  ------------ ------------  -------------  -------------- --------------


Balance at December 31, 1998     $ 11,302,760  $20,000,000   $   640,581  $(8,435,857)  $713,883,660   $ (12,748,348) $ 724,642,796
                                 ============  ============  ============ ============  =============  ============== ==============

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>                             F-5


<TABLE>

PACIFIC RETAIL TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<CAPTION>
                                                                                   Years Ended
                                                                                   December 31,
                                                                              1998             1997
                                                                        --------------     --------------

<S>                                                                    <C>                <C>          
Operating activities
   Net earnings                                                        $   44,995,082     $  26,721,029
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
       Depreciation and amortization                                       23,397,091         14,715,334
Minority interest                                                             309,986            (28,127)
Changes in operating assets and liabilities:
         Accounts receivable                                                 (416,326)        (4,834,426)
         Escrow deposits                                                     (498,713)        14,087,417
         Other assets                                                     (10,055,627)        (7,105,918)
         Accounts payable and accrued expenses                             (3,393,333)         4,158,257
         Accrued real estate taxes                                            447,451          3,097,230
         Deferred income                                                   (1,304,178)         1,153,809
         Tenant security deposits                                             881,636          1,372,106
         Other liabilities                                                    (95,388)            46,590
                                                                        -------------      -------------
   Net cash provided by operating activities                               54,267,681         53,383,301
                                                                        -------------      -------------

Investing activities:
   Construction of and acquisition of real estate investments            (217,560,036)      (396,469,436)
                                                                        -------------      -------------
   Net cash used in investing activities                                 (217,560,036)      (396,469,436)
                                                                        -------------      -------------
Financing activities:
   Principal payments on notes payable                                     (8,873,580)        (1,369,664)
   Proceeds from line of credit                                           220,000,000                  -
   Payments on lines of credit                                                      -        (61,400,000)
   Payments on bridge loan                                                          -        (26,500,000)
   Proceeds from sales of shares, net of expenses                              71,436        465,963,567
   Redemption of shares                                                      (262,902)                 -
   Distributions paid to shareholders                                     (51,610,339)       (31,065,003)
                                                                        -------------      -------------
   Net cash provided by financing activities                              159,324,615        345,628,900
                                                                        -------------      -------------
Net (decrease) increase in cash and cash equivalents                       (3,967,740)         2,542,765
Cash and cash equivalents at beginning of period                            4,496,896          1,954,131
                                                                        -------------      -------------
Cash and cash equivalents at end of period                             $      529,156     $    4,496,896
                                                                        =============      =============
Supplemental cash flow information:
   Interest paid                                                       $   16,925,664     $   11,123,133
                                                                        =============      =============
Noncash investing and financing activities:
   Acquisition of real estate for assumption of notes payable          $   25,677,246     $   74,918,736
                                                                        =============      =============
   Acquisition of real estate in exchange for minority interest
     partnership units                                                 $   11,386,032     $            -
                                                                        =============      =============
   Exchange of employee share notes for shares                         $    1,909,500     $    7,934,400
                                                                        =============      =============
   Payments on employee share notes from shareholder
     distributions                                                     $       59,160     $        3,620
                                                                        =============      =============
   Redemption of employee share notes                                  $    1,345,263     $            -
                                                                        =============      =============

</TABLE>
                See accompanying notes to financial statements.


<PAGE>                             F-6


PACIFIC RETAIL TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
       POLICIES

       Organization and formation

       Pacific Retail Trust ("PACIFIC RETAIL") was organized as a Maryland real
       estate investment trust on April 27, 1995 (originally named Southwest
       Retail Trust) for the purpose of acquiring, developing, managing and
       owning neighborhood infill retail properties in a nine state region of
       the western United States. On August 23, 1995, the Declaration of Trust
       was amended and restated to change the name to Pacific Retail Trust. At
       December 31, 1998, 69.9% of PACIFIC RETAIL's outstanding shares of
       beneficial interest are constructively owned by Security Capital Holdings
       S.A. ("HOLDINGS"), a wholly-owned subsidiary of Security Capital U.S.
       Realty ("USREALTY"). Opportunity Capital Partners Limited Partnership
       ("OCP"), through its partnership Madison Property I, LP (MPI), acquired
       preferred shares of PACIFIC RETAIL as partial consideration for a pool of
       properties sold to PACIFIC RETAIL by MPI on October 20, 1995. At December
       31, 1998, OCP owned 6.1% of PACIFIC RETAIL's outstanding shares of
       beneficial interest.


       Principles of consolidation

       The consolidated financial statements include the accounts of PACIFIC
       RETAIL, its 81.9% ownership in Retail Property Partners Limited
       Partnership and its 95% ownership in PRT Development Corporation (Note
       4).

       Revenue recognition

       Minimum rents are recognized on a straight-line basis; as such, the
       rental revenues for leases, which contain rent abatements and contractual
       increases are recognized on a straight-line basis over the initial terms
       of the related leases. Property operating cost recoveries from tenants of
       common area maintenance, real estate taxes and other recoverable costs,
       are recognized in the period when the recoveries are earned.

       Real estate assets and related depreciation

       Costs related directly to the development and improvement of real estate,
       including tenant improvements, are capitalized; ordinary repairs and
       maintenance are expensed as incurred. Depreciation is computed on a
       straight-line basis over the expected economic useful lives, which are
       principally 10 to 40 years for buildings and improvements.

       PACIFIC RETAIL has adopted Statement of Financial Accounting Standards
       No. 121 ("SFAS 121"). Under SFAS 121, PACIFIC RETAIL recognizes
       impairment losses on property whenever events and changes in
       circumstances indicate that the carrying amount of long-lived assets, on
       an individual property basis, may not be recoverable through undiscounted
       future cash flows. Such losses are determined by comparing the sum of the
       expected future discounted net cash flows to the carrying amount of the
       asset. Impairment losses are recognized in operating income as they are
       determined. As of December 31, 1998, no impairment losses have been
       incurred.


<PAGE>                             F-7


       Adoption of recent accounting pronouncement

       In March 1998, the Emerging  Issues Task Force (EITF) finalized Issue
       97-11, requiring all internal costs associated with acquiring operating 
       properties to be expensed as incurred. PACIFIC RETAIL has applied this 
       policy prospectively since March 1998.

       Interest

       PACIFIC  RETAIL  capitalizes  interest  as  part  of the  cost  of real
       estate projects during construction periods. During the years ended 
       December 31, 1998 and 1997, $3,009,426 and $1,567,444, respectively, of 
       interest was capitalized.

       Cash and cash equivalents

       Cash  and  cash  equivalents  include  all  cash  and  cash  equivalent
       investments with original maturities of three months or less.

       Reclassification

       Certain  reclassifications  have  been  made to  prior  year  financial
       statements to conform to current year presentation.

       Deferred loan fees

       Included in other assets as of December 31, 1998 and December 31, 1997
       are net costs of $2,883,460 and $1,668,710, respectively, associated with
       obtaining financing. Deferred loan fees are amortized to interest expense
       over the life of the loan and extensions, which is currently three years,
       using the straight-line method which approximates the interest method.
       Amortization of deferred loan fees for the years ended December 31, 1998
       and 1997, was $769,636, and $583,334, respectively.

       Income taxes

       PACIFIC RETAIL  elected real estate  investment  trust ("REIT")  status
       in 1995 under the Internal Revenue Code of 1986, as amended.  REITs are 
       not required to pay federal income taxes if minimum distribution, income,
       asset and shareholder tests are met and, accordingly, no provision has 
       been made for federal income taxes in the accompanying financial state-
       ments. PRT Development Corporation and Retail Property Partners Limited
       Partnership are taxed as separate entities.

       Earnings per share

       PACIFIC RETAIL has adopted Statement of Financial Accounting Standards 
       No. 128 ("SFAS 128"), which establishes standards for computing and 
       presenting earnings per share (EPS). Basic EPS excludes the effect of 
       potentially dilutive securities while diluted EPS reflects the potential 
       dilution that would occur if dilutive securities or other contracts to 
       issue common shares were exercised, converted into, or resulted in the 
       issuance of common shares that then shared in the earnings of the 
       Company. The following tables summarize the information required under 
       SFAS 128:

<PAGE>                             F-8

<TABLE>

<CAPTION>
                                                                     For the year ended December 31, 1998
                                                              --------------------------------------------------
                                                                                                   Per Share
                                                                  Income           Shares            Amount
                                                              --------------  ---------------    ---------------

     <S>                                                      <C>                 <C>            <C>    
     Basic EPS
       Net earnings attributable to common shares             $ 42,643,539        64,047,832     $         0.67
                                                                                                  ==============

     Effect of Dilutive Securities
       Options                                                           -           163,315
       Deferred trustee shares                                           -             7,463
                                                               -------------  ---------------

     Diluted EPS
       Income available to common shares and
         assumed conversions                                  $ 42,643,539        64,218,610     $ 0.66
                                                               -------------  ---------------     --------------


                                                                     For the year ended December 31, 1997
                                                               -------------------------------------------------
                                                                                                   Per Share
                                                                  Income           Shares            Amount
                                                               -------------  ---------------    ---------------
     Basic EPS
       Net earnings attributable to common shares             $ 24,526,005        40,173,476     $         0.61
                                                                                                  ==============

     Effect of Dilutive Securities
     Options                                                             -           93,583
     Deferred trustee shares                                             -            1,393
                                                               -------------  ---------------

     Diluted EPS
       Income available to common shares and
         assumed conversions                                  $ 24,526,005        40,268,452     $         0.61
                                                               =============  ===============     =============



                                                                  For the nine months ended September 30, 1997
                                                                               (unaudited)
                                                               -------------------------------------------------
                                                                                                   Per Share
                                                                  Income           Shares            Amount
                                                               -------------  ---------------    ---------------
     Basic EPS
       Net earnings attributable to common shares             $ 16,502,115        37,373,491     $         0.44
                                                                                                  ==============

     Effect of Dilutive Securities
       Options                                                           -            77,622
       Deferred trustee shares                                           -               594
                                                               -------------  ---------------

     Diluted EPS
       Income available to common shares and
         assumed conversions                                  $ 16,502,115        37,451,707     $         0.44
                                                               =============  ===============     ==============
</TABLE>


       The assumed conversion of Series A preferred shares of beneficial i
       interest, Series B preferred shares of beneficial interest and minority 
       interest are not dilutive and have therefore been excluded from the 
       calculation of diluted EPS. Options to purchase 625,078 and 326,923 
       common shares at $13 per share were outstanding during the fourth quarter
       of 1998 and fourth quarter of 1997, respectively, but were not included 
       in the computation of diluted EPS because the options' exercise price
       was greater than or equal to the estimated fair market value of the 
       common shares. In addition, options to purchase 1,209,000 and 281,282 
       common shares at $12 and $11, respectively, were outstanding during the 
       fourth quarter of 1998 but were not included in the diluted computation 
       because the options' exercise price was greater than or equal to the
       estimated fair market value of the common shares. The options expire 
       10 years from the date of grant, or earlier upon termination of employ-
       ment or death.


<PAGE>                             F-9


       Use of estimates

       PACIFIC RETAIL has made a number of estimates and assumptions relating to
       the reporting of assets and liabilities and the disclosure of contingent
       assets and liabilities, and related revenues and expenses, to prepare
       these financial statements in accordance with generally accepted
       accounting principles. Actual results could differ from those estimates.

       Fair value

       PACIFIC RETAIL has estimated the fair value of its financial instruments 
       at December 31, 1998 and 1997 as required by Statement of Financial 
       Accounting Standards No. 107. The Company believes the carrying values of
       the Company's financial instruments are reasonable estimates of their 
       fair values.

2.     REAL ESTATE INVESTMENTS

       As of December 31, 1998, PACIFIC RETAIL owned seventy-five properties.
       Twenty-two properties are located in three major metropolitan markets in
       Texas: the Dallas-Fort Worth metroplex, Austin and Houston. Shopping
       centers in the Dallas-Fort Worth metroplex generated approximately 24% of
       the total revenues of the portfolio for the year ended December 31, 1998.
       Thirty-three shopping centers are located in California and comprise
       approximately 48% of the total revenues for the year ended December 31,
       1998. The remaining properties are located in Arizona, Colorado,
       Washington, and Oregon.

       The following summarizes real estate investments:

<TABLE>

<CAPTION>
                                                               December 31,       December 31,
                                                                   1998               1997
                                                             -----------------  -----------------
       <S>                                                   <C>                <C>            
       Improved land                                         $    290,879,900   $   215,860,610
       Land held for development                                    2,643,679         1,062,657
       Land under development                                      28,660,080        12,544,434
       Buildings and improvements                                 685,481,307       540,192,993
       Land improvements and parking lots                          54,347,757        44,151,075
       Construction in process                                     24,974,632        13,165,378
       Redevelopment properties                                    19,094,171        24,481,065
                                                              ----------------   ----------------
           Total real estate investments                        1,106,081,526       851,458,212
           Less accumulated depreciation                          (41,915,750)      (19,680,694)
                                                              ----------------   ----------------
                Net real estate investments                  $  1,064,165,776   $   831,777,518
                                                              ===============    ================

</TABLE>


<PAGE>                             F-10

       Land held for development

       In March 1996, PACIFIC RETAIL acquired Harwood Hills Shopping Center in
       Bedford, Texas. Between March and November of 1996, PACIFIC RETAIL
       completed the construction of an additional 20,300 square feet of retail
       space at a cost of approximately $1,857,000. As of December 31, 1998 and
       1997, approximately 2.9 acres of land remained for additional
       development.

       In January 1997, PACIFIC RETAIL acquired Plaza de Hacienda in La Puenta,
       California. Associated with this shopping center were approximately 3.63
       acres of land for additional development. As of December 31, 1998 and
       1997, no development has taken place.

       In November 1998, PRT Development Corporation acquired Tarrant Parkway
       Plaza, which consists of 5.5 acres of land in North Richland Hills, Texas
       for development into a grocery anchored shopping center. As of December
       31, 1998, no development has taken place.

       Land under development

       In August 1997, PACIFIC RETAIL acquired Prestonwood Park, which consists
       of 24.55 acres of land in Dallas, Texas for future development into a
       grocery anchored shopping center. As of December 31, 1998, construction
       has not commenced.

       In November 1997, PRT Development  Corporation  acquired Hebron Parkway
       Plaza, which consists of 7.77 acres of land in Carrollton, Texas for 
       development into a grocery anchored shopping center.  As of December 31, 
       1998, construction has not commenced.

       In January 1998, PRT Development Corporation acquired MacArthur Park,
       which consists of 38.2 acres of land in Irving, Texas for development
       into a shopping center. As of December 31, 1998, PRT Development
       Corporation has incurred $6,664,927 in design and construction costs
       associated with the development, which is included in construction in
       process.

       In March 1998, PACIFIC RETAIL acquired Hawthorne Plaza in Hawthorne,
       California, which consists of 10.4 acres of land and an existing shopping
       center. PACIFIC RETAIL plans to demolish the existing structure and
       rebuild a grocery anchored shopping center. As of December 31, 1998,
       PACIFIC RETAIL has incurred $1,727,450 in development costs associated
       with the development, which is included in construction in process.

       In October 1998, PRT Development Corporation acquired La Crescenta, which
       consists of 1.79 acres of land in La Crescenta, California. The
       Development Corporation plans to develop the existing space for a new
       tenant. As of December 31, 1998, PACIFIC RETAIL has incurred $249,785 in
       development costs associated with the development, which is included in
       construction in process.


<PAGE>                             F-11

       Redevelopment properties

       In July 1996, PACIFIC RETAIL acquired Hancock Center in Austin, Texas for
       the purpose of redeveloping it as a grocery anchored infill shopping
       center. PACIFIC RETAIL immediately embarked upon the redevelopment
       program. As of December 31, 1997, PACIFIC RETAIL had incurred $8,447,883,
       in design and demolition costs and construction associated with the
       redevelopment. On April 1, 1998, a portion of the project representing
       $7,322,949 in redevelopment costs was completed and capitalized. As of
       December 31, 1998, $9,233,708 in design and demolition costs and
       construction associated with the redevelopment remained in construction
       in process.

       In November 1997, PACIFIC RETAIL acquired Bristol & Warner Shopping
       Center in Santa Ana, California. During 1998, significant rehabilitation 
       work began on the property. As of December 31, 1998, PACIFIC RETAIL has 
       incurred $3,810,111 in design, demolition and construction costs.

       In October 1998, PACIFIC RETAIL purchased Crossroads Plaza, which
       consists of 5.04 acres of land and an existing building in Pico Rivera, 
       California. The Company plans to develop the space for a new tenant.

3.     BORROWINGS

       Lines of credit - secured

       On December 27, 1995, PACIFIC RETAIL entered into a credit agreement with
       a group of lenders to provide a secured line of credit up to a maximum of
       $50 million. On July 17, 1996, the credit agreement was amended to 
       increase the secured line of credit to a maximum of $75 million. The 
       lenders determine the secured net borrowing base by using the lesser of 
       65% of the lenders' appraised value on ten of the properties or the 
       permanent loan estimate for each property. As of December 31, 1997, the
       secured net borrowing base was $75 million. On November 14, 1997, the 
       secured line of credit agreement was amended. Under the amended credit 
       agreement, borrowings bear interest at the greater of prime or federal 
       funds rate plus .50% or, at PACIFIC RETAIL's option, LIBOR plus a margin 
       of 1.25%, if the ratio of total liabilities to gross asset value is less 
       than .35 to one, or 1.40% if the ratio of total liabilities to gross 
       asset value is greater than or equal to .35 to one.  Additionally, there 
       is a fee of .125% per annum of the average daily unfunded line of credit 
       balance, or a fee of .25% per annum of the average daily unfunded line of
       credit balance if the average daily balance for both the secured and 
       unsecured lines of credit is greater than $100 million. Interest is paid
       monthly based on the unpaid principal balance. On May 18, 1998, the 
       credit agreement was amended; the secured line of credit was paid in full
       and terminated through the use of funds from the unsecured line of 
       credit. The weighted averaged interest rates for the period from 
       January 1, 1998 to May 18, 1998 and the year ended December 31, 1997 were
       7.1% and 7.4%, respectively. The interest rate at December 31, 1997 was 
       8.5%.


<PAGE>                             F-12

       Lines of credit - unsecured

       On March 28, 1997, PACIFIC RETAIL entered into a credit agreement with a
       group of lenders to provide an unsecured line of credit up to a maximum
       of $75 million. On November 14, 1997, the unsecured line of credit was
       increased to a maximum of $125 million. On May 18, 1998, the credit
       agreement was amended and the unsecured line of credit was increased to
       $350 million. On December 7, 1998, the credit agreement was amended to
       reduce the unsecured line to $325 million. In addition, a bridge line of
       credit of $100 million was approved with identical provisions to the
       unsecured line of credit. Borrowings bear interest at the greater of
       prime or federal funds rate plus .50% or, at PACIFIC RETAIL's option,
       LIBOR plus a margin of 1.25%, if the ratio of total liabilities to gross
       asset value is less than .35 to one, or 1.40% if the ratio of total
       liabilities to gross asset value is greater than or equal to .35 to one
       and less than .5 to one. Additionally, there is a fee of .125% per annum
       of the average daily unfunded line of credit balance, or a fee of .25%
       per annum of the average daily unfunded line of credit balance if the
       average daily balance is greater than $175 million. Interest is paid
       monthly based on the unpaid principal balance. The weighted average
       interest rate for the year ended December 31, 1998 and the period from
       March 28, 1997 to December 31, 1997 were 6.88% and 7.7%, respectively.
       There were no borrowings outstanding under the unsecured line of credit
       at December 31, 1997. The interest rate at December 31, 1998 was 6.89%.

       The termination date of the amended credit agreement is March 28, 2000,
       but it may be extended for successive one-year periods, if acceptable to
       the lenders, for a .10% extension fee. All debt incurrences are subject
       to covenants, as more fully described in the credit agreement. PACIFIC
       RETAIL has utilized the unsecured line of credit to help finance the
       acquisition of neighborhood shopping centers and for general working
       capital purposes during the years ended December 31, 1998 and 1997.

       Notes payable

       Notes payable consisted of the following at December 31, 1998 and 1997:

<TABLE>

<CAPTION>
                                                                                             Principal      Principal
                                                     Interest     Maturity    Payments/      Balance At     Balance At
                                         Market        Rate         Date        Period        12/31/98       12/31/97
                                        ---------   ----------   ---------   -----------    ------------   ------------

       <S>                              <C>         <C>          <C>         <C>            <C>            <C>         
       Mortgage Notes Payable:
         Harwood Hills Village          Texas         8.58%        7/1/98    $  49,335 (1)  $          -   $  6,900,000
            Shopping Center
         Paseo Village                  Arizona       7.50         5/1/01       38,668 (2)     4,220,915      4,362,548
         Mills Pointe &           (4)   Texas         7.23         7/1/00      264,578 (2)    31,096,048     31,987,449
            Preston Park Village
         Plaza de Hacienda              California    9.00        6/10/12       57,128 (2)     6,683,992      6,764,017
         Market at Round Rock           Texas         8.63       12/31/05       63,059 (2)     7,410,496      7,522,739
         North Hills Town Center        Texas         7.37         1/1/14       76,974 (2)     8,938,999      9,193,610
         Friar's Mission                California    9.50        6/10/05      152,006 (2)    16,653,096     16,901,320
         Woodman Van-Nuys               California    8.80        9/15/15       57,745 (2)     6,061,268              -
         Sunnyside 205                  Oregon        9.38        1/15/00       52,401 (2)     5,770,679              -
         Murrayhill Marketplace         Oregon        8.05         5/1/19       69,762 (2)     8,364,524              -
         West Hills Plaza               Oregon        7.99       12/10/08       38,303 (2)     5,225,000              -
       Municipal Tax Bonds Payable:
         Friar's Mission                California  7.30-7.90      9/2/15     161,177- (3)     1,321,699      1,311,367
                                                                              168,131     
                                                                                            ------------   ------------
                                                                                            $101,746,716   $ 84,943,050
                                                                                            ============   ============
</TABLE>


       (1) Payments are interest only payable monthly with the full principal
           balance due at maturity. 
       (2) Payments are interest and principal payable monthly. 
       (3) Annual payments of principal and interest payable in two semiannual 
           installments.  Amount disclosed is the applicable annual payment 
           range. 
       (4) Mills Pointe & Preston Park Village are subject to one mortgage note
           payable.


<PAGE>                             F-13


       Principal repayments of notes payable are due approximately as follows:

          1999                                               $   2,182,652
          2000                                                  37,315,577
          2001                                                   5,281,298
          2002                                                   1,467,643
          2003                                                   1,610,476
          2004 and after                                        53,889,070
                                                              ------------

                                                             $ 101,746,716
                                                              ============

4.     MINORITY INTEREST

       Minority interest represents limited partners' interests in Retail
       Property Partners Limited Partnership (the Partnership), a limited
       partnership controlled by PACIFIC RETAIL, and PRT Development Corporation
       (PRT Development), a Delaware corporation controlled by PACIFIC RETAIL.

       Retail Property Partners Limited Partnership

       In September 1996, PACIFIC RETAIL formed the Partnership by contributing
       cash to the Partnership in exchange for a 50.2% controlling general
       partnership interest in the Partnership, which invested in two retail
       centers in Dallas, Texas. On December 1, 1996, PACIFIC RETAIL contributed
       the Blossom Valley Shopping Center in Mountain View, California to the
       Partnership. The assets and liabilities of Blossom Valley were
       transferred at book value as the transfer was between entities under
       common control. The value of the contributed property was $17,354,543,
       which increased PACIFIC RETAIL's investment in the Partnership to 76.6%.

       On July 31, 1997, PACIFIC RETAIL contributed $8.9 million to the
       Partnership. With this contribution, PACIFIC RETAIL's investment in the
       Partnership increased to 81.6%. The Partnership used this contribution to
       purchase the Heritage Plaza land. On May 21, 1998, PACIFIC RETAIL
       contributed $14,273,244 to the Partnership. With this contribution,
       PACIFIC RETAIL's investment in the Partnership increased to 84.2%. The
       Partnership used this contribution to purchase the Thomas Lake property
       in May 1998.


<PAGE>                             F-14

       On July 10, 1998, PACIFIC RETAIL contributed $37,026,419 to the
       Partnership. The partnership purchased the Sherwood Market Center,
       Murrayhill Marketplace, Cherry Park Market and Sunnyside 205 properties
       with PACIFIC RETAIL's contribution and additional issues of partnership
       units in July 1998. PACIFIC RETAIL's investment in the Partnership at
       December 31, 1998 was 81.9%.

       Limited partners are entitled to exchange each partnership unit for one
       common share of beneficial interest in PACIFIC RETAIL beginning in August
       1998. As of December 31, 1997, there were 765,000 limited partnership
       units outstanding in the Partnership. On May 21, 1998, an additional
       115,385 partnership units were issued in association with the acquisition
       of Thomas Lake. On July 10, 1998, an additional 760,464 partnership units
       were issued in association with the acquisitions of the Sherwood Market
       Center, Murrayhill Marketplace, Cherry Park Market and Sunnyside 205
       properties. The limited partners' interests will be reflected as minority
       interest in the consolidated financial statements until the units are
       exchanged for PACIFIC RETAIL shares.

       On July 10, 1998, the Partnership formed a limited liability company
       called PRT Sunnyside LLC for the purpose of owning, holding, managing,
       operating, leasing, or selling the property commonly referred to as
       Sunnyside 205. The property was purchased by the Partnership and then
       conveyed to PRT Sunnyside LLC subject to a note payable in the amount of
       $5,806,994.

       PRT Development Corporation

       On November 20, 1997, PRT Development Corporation was organized as a
       Delaware corporation for the purpose of acquiring land and developing and
       selling the developed property. The authorized capital of PRT Development
       consists of 2,000,000 shares of common stock. 100,000 of the shares will 
       be issued as Class A voting shares. The remaining 1,900,000 shares will 
       be Class B nonvoting. As of December 31, 1998 and December 31, 1997,
       33,892 and 3,250 shares, respectively, of Class A common stock were 
       issued and outstanding. All of the Class A common stock is constructively
       owned by USREALTY, and is represented in minority interest. PACIFIC 
       RETAIL owned 643,958 and 61,750 shares of Class B common stock issued and
       outstanding at December 31, 1998 and December 31, 1997, respectively. The
       Class B common stock is generally entitled to 95% of all distributions 
       made by PRT Development, and the Class A common stock is generally 
       entitled to 5% of all distributions made by PRT Development. PACIFIC 
       RETAIL has consolidated the operations of PRT Development based on the 
       control exerted in the ordinary course of business over the operating 
       decisions of PRT Development.

5.     SHAREHOLDERS' EQUITY

       Offerings

       Between October 20, 1995 and July 16, 1996, PACIFIC RETAIL closed on a
       series of private offerings to HOLDINGS which resulted in the sale of 20
       million common shares of beneficial interest at $10 per share for a total
       amount of $200 million.

       On October 20, 1995, as a partial acquisition price for five properties
       acquired from OCP, PACIFIC RETAIL issued 1,130,276 Series A preferred
       shares of beneficial interest to MPI at a stated liquidation preference
       of $10 per share plus declared and unpaid dividends resulting in
       outstanding Series A Preferred shares valued at $11,302,760.

       On December 22, 1995, PACIFIC RETAIL completed an offering of 100,000
       common shares at a price of $10 per share. Net proceeds, after offering
       costs, to PACIFIC RETAIL were $982,000.

       On August 6, 1996, OCP acquired 2,000,000 shares of Series B preferred
       shares of beneficial interest at a stated liquidation preference of $10
       per share plus declared and unpaid dividends resulting in Series B
       preferred shares valued at $20 million.

       On August 30, 1996, OCP acquired 1,000,000 common shares of beneficial
       interest in PACIFIC RETAIL at $10 per share for a total of $10 million.


<PAGE>                             F-15


       On August 31, 1996, PACIFIC RETAIL completed a private offering of
       18,182,305 common shares of beneficial interest at $11 per share
       resulting in a total equity investment of $200,005,350. The first funding
       call took place on September 16, 1996 resulting in 2,860,197 shares being
       issued for net proceeds of $29,414,529. On January 9, 1997 and January
       27, 1997, two funding calls took place resulting in a total of 10,214,738
       shares being issued for net proceeds of $112,355,838. The final funding
       call took place on May 15, 1997 resulting in 5,107,370 shares being
       issued for net proceeds of $56,181,060.

       On April 30, 1997, PACIFIC RETAIL completed a private offering of
       12,500,000 common shares of beneficial interest at $12 per share
       resulting in a total expected equity investment of $150,000,000. The
       first funding call took place on May 15, 1997 resulting in 1,898,100
       shares being issued for net proceeds of $21,277,205. The second funding
       call took place on September 18, 1997 resulting in 3,180,570 shares being
       issued for net proceeds of $38,158,904. On October 1, November 11, and
       November 28, three funding calls took place resulting in a total of
       4,342,300 shares being issued for net proceeds of $52,107,598. The final
       funding call took place on December 26, 1997 resulting in 3,079,030
       shares being issued for net proceeds of $36,948,358.

       On December 29, 1997, PACIFIC RETAIL completed and fully funded a private
       offering of 11,538,462 common shares of beneficial interest at $13 per
       share for net proceeds of $148,474,528.

       Trustee compensation

       On March 11, 1997, PACIFIC RETAIL granted 4,305 shares to the board of
       trustees as part of their compensation.

       Effective March 14, 1997, PACIFIC RETAIL adopted the Deferred Fee Plan 
       for nonemployee trustees. Under this plan, trustees can defer receipt of 
       cash and equity compensation otherwise payable to the trustee by PACIFIC 
       RETAIL. Interest and dividends are earned on the deferred compensation. 
       An election must be made by each trustee to defer their compensation, and
       this election shall remain in effect until modified or revoked by the 
       trustee. Each trustee must specify when the payment of deferred compensa-
       tion is to take place. The compensation may be deferred to a specific 
       date of at least two years past the time the compensation is earned, or 
       the compensation may become payable on the last day of the calendar year 
       in which the trustee terminates service with PACIFIC RETAIL, or the
       compensation can become payable on the earlier of such dates.

       As of December 31, 1998 and 1997, 9,668 and 4,825 shares, respectively, 
       have been deferred under this plan.

       Shares of beneficial interest

       As of December 31, 1998 and 1997, 150,000,000 shares of beneficial
       interest, $.01 par value per share, were authorized. PACIFIC RETAIL's
       board of trustees is authorized to issue, from the authorized but
       unissued shares of PACIFIC RETAIL, preferred shares in series and to
       establish from time to time the number of preferred shares to be included
       in such series and to fix the designation and any preferences, conversion
       and other rights, voting powers, restrictions, limitations as to
       distributions, qualifications and terms and conditions of redemption's of
       the shares of such series.


<PAGE>                             F-16


       Common shares

       The outstanding common shares ("Shares") do not have redemption or 
       conversion rights or the benefit of any sinking fund. In the event of 
       liquidation, dissolution or winding up of PACIFIC RETAIL, the holders of 
       Shares are entitled to receive ratably the assets remaining after 
       satisfaction of all liabilities and payment of preferences and accrued 
       dividends, if any, on PACIFIC RETAIL's shares ranking senior to the 
       Shares (including the preferred shares). The rights of holders of
       Shares are subject to the rights and preferences established by PACIFIC 
       RETAIL's board of trustees for any preferred shares, which have been or 
       may subsequently be issued.

       Preferred shares

       The Series A preferred shares, the Series B preferred shares (together
       referred to as "Preferred Shares") and Shares vote together as a single
       class with respect to all matters presented to PACIFIC RETAIL's
       shareholders for a vote. If twelve consecutive quarterly dividends on the
       Preferred Shares are in arrears, the holders of Preferred Shares will be
       entitled to nominate and elect an additional trustee until such time as
       all arrearages have been paid. The Preferred Shares are entitled to a
       liquidation preference of $10 per share plus an amount equal to all
       dividends declared but unpaid to the date of final distribution. PACIFIC
       RETAIL may redeem the Preferred Shares any time after October 20, 2010 at
       a price of $10 per share, plus all declared but unpaid dividends.

       Series A preferred shares

       Series A preferred shares are convertible into Series B preferred shares
       on a one-for-one basis and contain provisions for adjustment to prevent
       dilution. For fiscal years beginning before January 1, 1997, the Series A
       preferred shares were entitled to a quarterly dividend in an amount equal
       to the greater of (i) $0.10 per share or (ii) $0.013 less than the
       dividend on the Shares. For fiscal years beginning on or after January 1,
       1997, Series A preferred shares are entitled to quarterly dividends in an
       amount equal to the greater of (i) $0.10 per share, (ii) 65% of the
       highest funds from operations per Share for any preceding fiscal year and
       (iii) $0.013 less than the dividend on the Shares. Dividends on the
       Series A preferred shares are cumulative from the original issue date.
       PACIFIC RETAIL is restricted from paying any dividends on any Shares or
       shares ranking on a parity with, or ranking junior to, the Series A
       preferred shares, unless all cumulative dividends are simultaneously paid
       on the Series A preferred shares.

       Series B preferred shares

       The board of trustees has authorized up to 6,130,276 Series B preferred
       shares for issuance. Series B preferred shares are convertible into
       Shares on a one-for-one basis and contain provisions for adjustment to
       prevent dilution. For fiscal years beginning before January 1, 1997, the
       Series B preferred shares were entitled to a quarterly dividend in an
       amount equal to the greater of (i) $0.10 per share or (ii) the dividend
       on the Shares. For fiscal years beginning on and after January 1, 1997,
       Series B preferred shares are entitled to quarterly dividends in an
       amount equal to the greater of (i) $0.10 per share, (ii) 65% of the 
       highest funds from operations per Share for any preceding fiscal year or 
       (iii) the dividend on the Shares. Dividends on the Series B preferred 
       shares are cumulative from the original issue date. PACIFIC RETAIL is
       restricted from paying any dividends on any Shares or shares ranking on a
       parity with, or ranking junior to, the Series B preferred shares, unless 
       all cumulative dividends are simultaneously paid on the Series B 
       preferred shares.

<PAGE>                             F-17

       Investor agreement

       On October 20, 1995, HOLDINGS, and PACIFIC RETAIL entered into an
       investor agreement whereby HOLDINGS agreed to purchase up to 20 million
       Shares at $10 per share, net of the original shares purchased, before
       October 20, 1997. As of December 31, 1996, HOLDINGS had completed the
       purchase of 20 million Shares. As long as HOLDINGS owns at least 25% of
       the outstanding common shares of PACIFIC RETAIL it will have certain
       rights regarding appointment of trustees to the board of trustees and
       regarding approval of budgets, property operations, property
       acquisitions, changes in executive officers and sales of shares.

       Shareholders' agreement

       On October 20, 1995,  OCP entered into a  shareholders'  agreement with
       HOLDINGS and PACIFIC RETAIL. Among other provisions of the agreement, OCP
       was to acquire two million shares of Series B preferred shares at $10 per
       share at its own request or if required by PACIFIC RETAIL. On August 6, 
       1996, OCP purchased the two million shares of Series B preferred shares.

       As part of the August 9, 1996 amendment to the shareholders' agreement,
       HOLDINGS and OCP shall each have the right to participate pro rata, based
       upon percentage ownership of the Shares on a fully diluted basis, in any
       offerings by PACIFIC RETAIL of any capital shares or securities
       convertible into capital shares on the same terms and at the same time as
       other offerees. The respective rights terminate at such time as the
       holder shall own less than 10% of the Shares on a fully diluted basis.

       Shareholder ownership limitations

       PACIFIC RETAIL's Declaration of Trust seeks to preserve its REIT status
       by restricting any shareholder from owning more than 9.8% of PACIFIC
       RETAIL's shares of beneficial interest, other than HOLDINGS or OCP.
       PACIFIC RETAIL intends to adopt a shareholder rights plan pursuant to
       which one purchase right will be issued as a dividend for each
       outstanding Share. Each purchase right will entitle the holder to
       purchase one share at a fixed exercise price and, under certain
       circumstances, to purchase at the exercise price shares or securities of
       an acquiring company having a market value equal to some multiple of the
       exercise price. The purchase rights would be exercisable only upon the
       occurrence of certain triggering events and purchase rights held by the
       acquiring person would not be exercisable. HOLDINGS and OCP would be
       exempted from this shareholder rights plan.

6.     MERGER

       On September 23, 1998, PACIFIC RETAIL entered into a merger agreement
       with Regency Realty Corporation (REGENCY), a publicly owned real estate
       investment trust. The merger, already approved by the board of trustees
       of PACIFIC RETAIL and the board of directors of REGENCY, would result in
       the acquisition of PACIFIC RETAIL by REGENCY with REGENCY being the
       surviving entity. Shareholders' meetings for REGENCY and PACIFIC RETAIL
       are scheduled for February 26, 1999 to vote on the merger. The merger is
       expected to become effective on February 28, 1999. Each outstanding
       Common and Preferred share of PACIFIC RETAIL would be converted into 0.48
       shares of REGENCY Common and Preferred stock, respectively.

       REGENCY commenced operations as a real estate investment trust in 1993
       with the completion of its initial public offering. It succeeded to the
       real estate business operations of The Regency Group, Inc., which began
       operations in 1963. REGENCY acquires, owns, develops and manages
       neighborhood shopping centers in targeted infill markets primarily in the
       eastern half of the United States. The merged company would have a total
       market capitalization of approximately $2.2 billion, owning over 195
       shopping centers, consisting of approximately 22.5 million square feet in
       22 states and Washington, D.C., including 13 shopping centers under
       development.

       USREALTY is the largest shareholder of REGENCY, owning approximately
       46.0% of the outstanding REGENCY Common Stock. USREALTY has already
       approved the merger and will vote for the merger when both companies have
       their respective shareholder meetings. After the merger USREALTY will own
       approximately 59.4% of the outstanding REGENCY Common Stock (52.3% on a
       fully diluted basis). It is anticipated that after the merger REGENCY
       will continue to be taxed as a real estate investment trust under the
       Internal Revenue Code and continue to be organized as a corporation under
       the laws of the state of Florida. REGENCY's headquarters are in
       Jacksonville, Florida.


<PAGE>                             F-18

7.     INCENTIVE STOCK PROGRAMS

       PACIFIC RETAIL has authorized 1,875,000 shares for a share incentive plan
       (the "Plan"). On September 24, 1997, the Plan was amended to increase the
       number of shares authorized to 5,250,000. Additionally, the Plan was
       amended to award "dividend equivalent units" with all option grants
       (other than matching options). Participants who are awarded dividend
       equivalent units will be credited with these units annually based on a
       calculated dividend yield, multiplied by the number of options
       outstanding. Matching options and a loan provision have also been added
       to the common share purchase portion of the Plan. This provision allows
       the compensation committee to award, for each common share purchased, one
       or more matching options. Matching options do not receive dividend
       equivalent units. Further, PACIFIC RETAIL may offer participants loans
       for the entire purchase price of any common shares purchased under the
       share purchase program. Any loans will be fully recourse to the
       participant and be for a maximum of 10 years, subject to an acceleration
       in the event of termination of employment or sale of the common shares.
       Participants will be required to pledge any common shares to secure the
       loan from PACIFIC RETAIL. Under all plans, the option exercise price
       represents the estimated fair market value at the date of grant.  Vesting
       of the options commences no more than two years from grant date and 
       options are fully vested no more than five years from grant date. Options
       expire in 10 years from the date of grant or earlier upon termination of
       employment or death.

       On August 6, 1996, the board of trustees adopted the 1996 Trustees Plan
       (the "Trustees Plan"). Under the Trustees Plan, nonemployee trustees
       received options to purchase Shares at an exercise price equal to the
       market price on the date of the grant. Options granted under the Trustees
       Plan are immediately vested. These options expire in five years from the
       date of grant or earlier upon resignation from the board of trustees or
       death.

       PACIFIC RETAIL applies APB Opinion No. 25 and related Interpretations in
       accounting for both the Trustees Plan and the employee share incentive
       plan. No compensation has been recognized for the plans as PACIFIC RETAIL
       has issued the options at an exercise price, which represents the fair
       market value at the date of grant. Had compensation cost for the plans
       been determined based on the fair market value at the grant dates for
       awards, consistent with the method provided by Statement of Financial
       Accounting Standards No. 123 (SFAS No. 123), the Company's pro forma net
       earnings for the years ended December 31, 1998 and 1997 would have been:

<PAGE>                             F-19

<TABLE>

<CAPTION>
                                                                          For the           For the
                                                                        year ended         year ended
                                                                       December 31,       December 31,
                                                                           1998               1997
                                                                      ----------------   ----------------

        <S>                                                           <C>                <C>           
        Net earnings                     As reported                  $    44,995,082    $   26,721,029
                                         Pro forma (unaudited)        $    43,955,131    $   26,641,918

        Per share net earnings           As reported                  $           .67    $          .61
          attributable to common shares  Pro forma (unaudited)        $           .65    $          .61

        Diluted per share net earnings   As reported                  $           .66    $          .61
          attributable to common shares  Pro forma (unaudited)        $           .65    $          .61

</TABLE>


       The fair value of each option grant is estimated on the date of grant
       using the "minimum value" calculation stipulated by SFAS No. 123 for
       nonpublic companies. PACIFIC RETAIL has assumed the following in
       estimating the fair value of the options: expected lives of five years,
       dividend yield of 5%, expected volatility of 0%, and risk-free interest
       rates ranging from 6.56% to 4.53%.



       The following table summarizes activity under all programs:

<TABLE>

<CAPTION>
                                                                                              Weighted
                                                                                              Average
                                                                                              Exercise          Number of
                                                                                               Price             Options
                                                                                          --------------      --------------

        <S>                                                                               <C>                  <C>      
        Outstanding at December 31, 1997                                                  $        11.73        2,463,872
           Granted                                                                                 11.63          849,091
           Exercised                                                                                   -                -
           Cancelled                                                                              (11.87)        (386,668)
                                                                                           -------------       ----------

        Outstanding at December 31, 1998                                                  $        11.67        2,926,295
                                                                                           -------------       ----------

        Options exercisable at December 31, 1998                                          $        10.44          151,282
                                                                                           -------------       ----------

        Weighted average fair value of options granted during 1998                        $         1.59
                                                                                           -------------       ----------

</TABLE>

<PAGE>                             F-20

8.     OPERATING LEASES

       PACIFIC RETAIL receives rental income from the properties under operating
       leases with terms ranging from less than one year to 24 years. The
       minimum future rentals under operating leases as of December 31, 1998 are
       as follows:

           1999                                                 98,815,752
           2000                                                 88,113,982
           2001                                                 76,324,315
           2002                                                 66,086,260
           Thereafter                                          402,863,701
                                                             -------------

                                                            $  732,204,010
                                                             =============



9.     COMMITMENTS AND CONTINGENCIES

       PACIFIC RETAIL is subject to environmental regulations related to the
       ownership, operation, development and acquisition of real estate 
       properties. As part of due diligence procedures, PACIFIC RETAIL has 
       obtained or conducted Phase I environmental assessments on each property 
       prior to acquisition. PACIFIC RETAIL is not aware of any environmental 
       condition on any of its properties which is likely to have a materially 
       adverse effect on PACIFIC RETAIL's financial condition or results of
       operations.

10.    SUBSEQUENT EVENTS

       In January 1999, PACIFIC RETAIL acquired 13.59 acres of land in Keller,
       Texas for a purchase price of $2,145,019.

       On January 11, 1999, PACIFIC RETAIL sold Totem Hill Plaza for a sales
       price of $4,825,000 at a cost of $4,042,587 resulting in a net gain on
       the sale.

       On January 20, 1999, PRT Development Corporation formed a limited
       liability company called Fountain Valley, LLC for the purpose of owning,
       holding, managing, operating, leasing, or selling the property commonly
       referred to as Fountain Valley Plaza. Using proceeds of a loan obtained
       from PACIFIC RETAIL, Fountain Valley, LLC purchased Fountain Valley Plaza
       at a price of $10,163,300, subject to a note payable of $5,858,884.

       On February 3, 1999, primarily using proceeds from the line of credit,
       PACIFIC RETAIL purchased Westlake Village Plaza and Center in Thousand
       Oaks, California for a purchase price of approximately $33 million.



<PAGE>                             S-1


PACIFIC RETAIL TRUST

SCHEDULE III - REAL STATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1998 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Costs       
                                                              Initial Costs               Capitalized   
                                                         -----------------------------    Subsequent    
                                           Encum-                        Buildings &           to      
         Properties                        brances           Land        Improvements     Acquisition   
- ----------------------------------       ----------      -----------    --------------   ------------- 

<S>                                      <C>             <C>             <C>              <C>           
Operating Properties
Austin, Texas Area:
    Market @ Round Rock                  $  7,410        $   2,000       $   8,978        $     33      
    North Hills                             8,939            4,900          18,484              62      

Dallas/Ft. Worth Area:
    Arapaho Village South                                      837           7,082             595      
    Casa Linda Plaza                                         4,515          23,190           6,512      
    Cooper Street Plaza                                      2,079          10,419              78      
    Harwood Hills Phase I & II                               2,618           6,475           2,252      
    Hillcrest Village                                        1,600           1,752                      
    Market @ Preston Forest                                  4,400          10,643               2      
    Mills Pointe                            5,908            2,000          11,432             198      
    Mockingbird Commons                                      3,000           9,335             139      
    Northview Plaza                                          1,957           7,999             432      
    Preston Park Village                   25,188            6,400          45,957              89      
    Ridglea Plaza                                            1,675          12,609              81      
    Southpark Center                                         3,078           8,720             499      
    Valley Ranch Phase I, II & III                           2,593           6,276           4,658      
    The Village                                                522           6,809              76      

Denver Area:
    Boulevard Center                                         3,659           9,382              66      
    Buckley Square                                           3,270           4,248            (209) (b) 
    Leetsdale Center                                         3,420           9,150             539      
    Littleton Square                                         2,030           8,060              61      

Houston Area:
    Champion Forest                                          2,666           7,943             524      

Los Angeles County Area:
    Crossroads                                               3,514           2,538                      
    El Camino                                                7,600           9,672              30      
    Oakbrook Plaza                                           4,000           5,919             152      
    Plaza de Hacienda                       6,684            4,230           9,744               4      
    Plaza Hermosa                                            4,200           9,255              19      
    Redondo Village                                          1,313           3,810             135      
    Ventura Village                                          4,300           6,135              36      
    Woodman - Van Nuys                      6,061            5,500           5,920               3      

Orange County Area:
    Heritage Plaza                                           9,205          25,450             676      
    Morningside Plaza                                        4,300          12,819              84      
    Newland Center                                          12,500          11,693             124      
    Rona Plaza                                               1,500           4,239              50      
    Santa Ana Downtown Plaza                                 4,240           7,105              14      

Phoenix Area:
    Paseo Village                           4,221            2,550           6,652             943      
    Pima Crossing                                            5,800          24,208             342      

Portland Area:
    Walker Center                                            3,840           6,244              28      
    Cherry Park Market                                       2,400          15,934              71      
    Murrayhill Marketplace                  8,365            2,600          14,664              17      
    Sherwood Market Center                                   3,475          13,985              24      
    Sunnyside 205                           5,771            1,200           8,582                      
    West Hills Plaza                        5,225            1,200           6,974                      

Sacramento Area:
    Arden Square                                             3,140           7,275              48      
    The Promenade                                            2,526          12,244              68      

San Diego County Area:
    Costa Verde                                             12,740          21,992             902      
    El Norte Parkway Plaza                                   2,834           6,121              47      
    Friars Mission                         17,975            6,660          25,770              43      
    Twin Peaks                                               2,496          14,911              49      
    Twin Peaks Target                                        2,704           9,824                      

San Francisco Bay Area:
    Blossom Valley                                           7,804           9,848             199      
    
<PAGE>                             S-2

    Country Club Village                                     3,000          11,117             392      
    Diablo Plaza                                             5,300           7,362              10      
    Encina Grande                                            5,040          10,117              96      
    Loehmann's Plaza                                         5,420           8,045             328      
    San Leandro                                              1,300           7,689              44      
    Sequoia Station                                          9,100          17,709              19      
    Strawflower Village                                      4,060           6,867             224      
    Tassajara Crossing                                       8,560          14,526             110      
    Westpark Plaza                                           5,840           4,398             406      
    Woodside Central Plaza                                   3,500           8,624              85      

Seattle Area:
    Inglewood Plaza                                          1,300           1,830               7      
    Lake Meridian Marketplace                                6,510          11,557             228      
    Pine Lake                                                6,300          10,326              43      
    Sammamish Highlands                                      9,300           7,391              16      
    South Point Plaza                                        5,000           9,697              62      
    Southcenter Plaza                                        1,300          12,022              77      
    Thomas Lake                                              6,000           9,917             212      
    Totem Hill Plaza                                         1,100           3,124              15      
                                         --------         --------        --------         -------      
Total Operating Properties                101,747          277,520         716,788          23,169      
                                         --------         --------        --------         -------      



Redevelopment Properties
Austin, Texas Area:
    Hancock Center                                           8,232           4,150           7,363      

Orange County Area:
    Bristol and Warner                                       5,000           7,094             487      
                                         --------         --------        --------         -------      

Total Redevelopment Properties                  -           13,232          11,244           7,850      
                                         --------         --------        --------         -------      


Land Under Development
Dallas/Ft. Worth Area:
    Hebron Parkway Plaza                                     2,378                            (281) (c) 
    MacArthur Park                                           9,692                            (569) (d) 
    Prestonwood Park                                        10,171                              34      

Los Angeles Area:
    LaCrescenta                                              1,327                                      
    Hawthorne Plaza                                          5,905                               3      
                                         --------         --------        --------         -------      
Total Land Under Development                    -           29,473               -            (813)     
                                         --------         --------        --------         -------      


Land Held For Development
Dallas/Ft. Worth Area:
    Harwood Hills                                              234                               1      
    Tarrant Parkway Plaza                                    1,582                                      

Los Angeles Area:
    Plaza de Hacienda                                          770                              57      
                                         --------         --------        --------         -------      
Total Land Held for Development                 -            2,586               -              58      
                                         --------         --------        --------         -------      

    GRAND TOTAL                          $101,747        $ 322,811       $ 728,032        $ 30,264      
                                         ========         ========        ========         =======      


<CAPTION>
                                           Gross Amount at Which Carried                                            
                                                at December 31, 1998                                                
                                         ------------------------------------------                         Year    
                                                           Buildings &                  Accumulated     Constructed/ 
         Properties                         Land          Improvements      Total       Depreciation      Acquired  
- ----------------------------------       ---------       -------------   ----------    --------------   ------------ 
                                                                                                                    
<S>                                      <C>               <C>           <C>             <C>           <C>
Operating Properties                    
Austin, Texas Area:                     
    Market @ Round Rock                  $   2,000         $   9,011     $   11,011      $   (523)         1997       
    North Hills                              4,900            18,546         23,446          (956)         1997       
                                                                                                                      
Dallas/Ft. Worth Area:                                                                                                
    Arapaho Village South                      837             7,677          8,514          (918)         1995       
    Casa Linda Plaza                         4,515            29,702         34,217        (2,016)         1996       
    Cooper Street Plaza                      2,079            10,497         12,576        (1,018)         1995       
    Harwood Hills Phase I & II               2,618             8,727         11,345        (1,117)       1996,1996    
    Hillcrest Village                        1,600             1,752          3,352          (114)         1996       
    Market @ Preston Forest                  4,400            10,645         15,045          (545)         1997       
    Mills Pointe                             2,000            11,630         13,630          (713)         1997       
    Mockingbird Commons                      3,000             9,474         12,474          (702)         1996       
<PAGE>                             S-3

    Northview Plaza                          1,957             8,431         10,388          (912)         1995       
    Preston Park Village                     6,400            46,046         52,446        (2,391)         1997       
    Ridglea Plaza                            1,675            12,690         14,365        (1,437)         1995       
    Southpark Center                         3,078             9,219         12,297          (987)         1995       
    Valley Ranch Phase I, II & III           3,021            10,506         13,527          (724)     1996,1996,1998  
    The Village                                522             6,885          7,407          (766)         1995       
                                                                                                                      
Denver Area:                                                                                                          
    Boulevard Center                         3,659             9,448         13,107          (630)         1996       
    Buckley Square                           2,970             4,339          7,309          (355)         1996       
    Leetsdale Center                         3,420             9,689         13,109          (751)         1996       
    Littleton Square                         2,030             8,121         10,151          (492)         1996       
                                                                                                                      
Houston Area:                                                                                                         
    Champion Forest                          2,666             8,467         11,133          (533)         1997       
                                                                                                                      
Los Angeles County Area:                                                                                              
    Crossroads                               3,514             2,538          6,052           (15)         1998       
    El Camino                                7,600             9,702         17,302          (433)         1997       
    Oakbrook Plaza                           4,000             6,071         10,071          (132)         1998       
    Plaza de Hacienda                        4,230             9,748         13,978          (699)         1997       
    Plaza Hermosa                            4,200             9,274         13,474          (247)         1998       
    Redondo Village                          1,313             3,945          5,258          (395)         1996       
    Ventura Village                          4,300             6,171         10,471          (531)         1996       
    Woodman - Van Nuys                       5,500             5,923         11,423          (152)         1998       
                                                                                                                      
Orange County Area:                                                                                                   
    Heritage Plaza                           9,205            26,126         35,331        (1,137)         1997       
    Morningside Plaza                        4,300            12,903         17,203          (601)         1997       
    Newland Center                          12,500            11,817         24,317          (347)         1997       
    Rona Plaza                               1,500             4,289          5,789          (148)         1997       
    Santa Ana Downtown Plaza                 4,240             7,119         11,359          (630)         1996       
                                                                                                                      
Phoenix Area:                                                                                                         
    Paseo Village                            2,550             7,595         10,145          (512)         1996       
    Pima Crossing                            5,800            24,550         30,350          (936)         1997       
                                                                                                                      
Portland Area:                                                                                                        
    Walker Center                            3,840             6,272         10,112          (361)         1997       
    Cherry Park Market                       2,400            16,005         18,405          (219)         1998       
    Murrayhill Marketplace                   2,600            14,681         17,281          (220)         1998       
    Sherwood Market Center                   3,475            14,009         17,484          (179)         1998       
    Sunnyside 205                            1,200             8,582          9,782          (113)         1998       
    West Hills Plaza                         1,200             6,974          8,174             -          1998       
                                                                                                                      
Sacramento Area:                                                                                                      
    Arden Square                             3,140             7,323         10,463          (326)         1997       
    The Promenade                            2,526            12,312         14,838        (1,017)         1996       
                                                                                                                      
San Diego County Area:                                                                                                
    Costa Verde                             12,740            22,894         35,634        (1,978)         1996       
    El Norte Parkway Plaza                   2,834             6,168          9,002          (659)         1996       
    Friars Mission                           6,660            25,813         32,473          (985)         1997       
    Twin Peaks                               2,496            14,960         17,456          (399)         1998       
    Twin Peaks Target                        2,704             9,824         12,528          (268)         1998       
                                                                                                                      
San Francisco Bay Area:                                                                                               
    Blossom Valley                           7,804            10,047         17,851          (744)         1996       
    Country Club Village                     3,000            11,509         14,509          (741)         1996       
    Diablo Plaza                             5,300             7,372         12,672          (124)         1998       
    Encina Grande                            5,040            10,213         15,253          (618)         1997       
    Loehmann's Plaza                         5,420             8,373         13,793          (277)         1997       
    San Leandro                              1,300             7,733          9,033          (276)         1997       
    Sequoia Station                          9,100            17,728         26,828          (499)         1997       
    Strawflower Village                      4,060             7,091         11,151          (513)         1996       
    Tassajara Crossing                       8,560            14,636         23,196        (1,319)         1996       
    Westpark Plaza                           5,840             4,804         10,644          (286)         1997       
    Woodside Central Plaza                   3,500             8,709         12,209          (443)         1997       
                                                                                                                      
Seattle Area:                                                                                                         
    Inglewood Plaza                          1,300             1,837          3,137           (42)         1998       
    Lake Meridian Marketplace                6,510            11,785         18,295          (731)         1996       
    Pine Lake                                6,300            10,369         16,669          (239)         1998       
    Sammamish Highlands                      9,300             7,407         16,707          (179)         1998       
    South Point Plaza                        5,000             9,759         14,759          (486)         1997       
    Southcenter Plaza                        1,300            12,099         13,399          (720)         1996       
    Thomas Lake                              6,000            10,129         16,129          (186)         1998       
    Totem Hill Plaza                         1,100             3,139          4,239          (212)         1997       
                                          --------          --------      ---------       -------                     
Total Operating Properties                 277,648           739,829      1,017,477       (40,874)                    
                                          --------          --------      ---------       -------                     
Redevelopment Properties                                                                                              
Austin, Texas Area:                                                                                                   
    Hancock Center                           8,232            11,513         19,745          (798)         1996       
                                                                                                                      
Orange County Area:                                                                                                   
    Bristol and Warner                       5,000             7,581         12,581          (244)         1997       
                                          --------          --------      ---------       -------                     

<PAGE>                             S-4

                                                                                                                      
Total Redevelopment Properties              13,232            19,094         32,326        (1,042)                    
                                          --------          --------      ---------       -------                     
                                                                                                                      
                                                                                                                      
Land Under Development                                                                                                
Dallas/Ft. Worth Area:                                                                                                
    Hebron Parkway Plaza                     2,097                            2,097                        1997       
    MacArthur Park                           9,123                            9,123                        1998       
    Prestonwood Park                        10,205                           10,205                        1997       
                                                                                                                      
Los Angeles Area:                                                                                                     
    LaCrescenta                              1,327                            1,327                        1998       
    Hawthorne Plaza                          5,905                 3          5,908                        1998       
                                          --------          --------      ---------       -------                     
Total Land Under Development                28,657                 3         28,660             -                     
                                          --------          --------      ---------       -------                     
                                                                                                                      
                                                                                                                      
Land Held For Development                                                                                             
Dallas/Ft. Worth Area:                                                                                                
    Harwood Hills                              235                              235                        1996       
    Tarrant Parkway Plaza                    1,582                            1,582                        1998       
                                                                                                                      
Los Angeles Area:                                                                                                     
    Plaza de Hacienda                          827                              827                        1997       
                                          --------          --------      ---------       -------                     
Total Land Held for Development              2,644                 -          2,644             -                     
                                          --------          --------      ---------       -------                     
                                                                                                                      
    GRAND TOTAL                          $ 322,181         $ 758,926     $1,081,107      $(41,916)                    
                                          ========          ========      =========       =======                     
                                                                                                                      

</TABLE>


(a)  Reconciliation of total cost to balance sheet caption at December 31, 1998 
     (in thousands):
              Total per Schedule III                   $ 1,081,107
              Construction in process                       24,975
                       Total real estate               $ 1,106,082

(b)  Pad site was sold in 1997 to the tenant under a right of first refusal 
     existing at time center was purchased. Sales price was $300,000 which was 
     equal to the cost of the pad site.

(c)  Pad site was sold in 1998 at a cost of $301,180.

(d)  Pad site was sold in 1998 at a cost of $568,546.




                                                                      Exhibit 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus constitut-
ing part of the Registration Statement on Form S-3 (No. 33-86886), Form S-3 
(No. 333-930), Form S-3 (No. 333-37911), Form S-3 (No. 333-52089) and Form S-8 
(No. 333-24971) of Regency Realty Corporation and Form S-4 (No. 333-63723) and 
Form S-3 (No. 333-72899) of Regency Centers, L.P. of our report dated 
February 5, 1999 relating to the financial statements of Pacific Retail Trust 
for the years ended  December 31, 1998 and 1997 which  appears in the Current 
Report on Form 8-K/A of Regency Realty Corporation dated February 28, 1999.



PricewaterhouseCoopers LLP
Dallas, Texas
March 22, 1999




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