SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549



                                    FORM 8-K

                             CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    September 23, 1998


                           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 No.)          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


                                       N/A
          (Former name or former address, if changed since last report)



                                       1

Item 5.  Other Events.

     Regency Realty Corporation (the "Company") and Pacific Retail Trust ("PRT")
entered into an Agreement and Plan of Merger (the "Merger  Agreement")  dated as
of September 23,  1998,  pursuant to which the Company and PRT will merge,  with
the Company being the surviving  corporation.  The press release  announcing the
Merger Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.

Item 7.  Financial Statements and Exhibits

         (a)      Exhibits

                   99.1  Text of Press Release relating to the Merger
                         Agreement dated September 23, 1998



                                       2


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  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)


September 24, 1998                         By:   /s/ J. Christian Leavitt
                                               J. Christian Leavitt
                                               Vice President and Treasurer



                                       3


                                  EXHIBIT LIST


99.1     Text of Press Release relating to the Merger Agreement
         dated September 23, 1998




                                       4

                           Regency Realty Corporation

                                  Press Release

- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE                                  CONTACT: BRUCE M. JOHNSON

                                 (904) 351-0604
- --------------------------------------------------------------------------------

        REGENCY REALTY AND PACIFIC RETAIL TRUST ANNOUNCE MERGER AGREEMENT


     Transaction Creates First National Operating, Ownership
                         and Service Company Focused on
                     Grocery-Anchored Infill Retail Centers


JACKSONVILLE,  Fla.  (September  24,  1998) - Regency  Realty  (NYSE:  REG)
announced  today  that it has  agreed to merge  with  Pacific  Retail  Trust,  a
Dallas-based private real estate investment trust, creating the leading national
platform of  grocery-anchored,  infill retail centers in the United States.  The
combined company will have total assets of  approximately  $2.2 billion and will
own 192 retail centers in 22 states totaling 22.2 million square feet of space.

"In  addition to many  strategic  benefits  of the merger,  there are solid
financial  reasons  for the  merger of Regency  and  Pacific  Retail,  including
immediate  and  long-term  accretion,"  according  to Martin E. Stein,  Jr., the
Chairman  and Chief  Executive  Officer of Regency.  "We believe that the merged
company will have a stronger  balance sheet and more than $600 million of credit
capacity which will enable Regency to take advantage of growth  opportunities in
its  nationwide  target  markets."  Mr. Stein said he  anticipates  the combined
companies  will realize  savings of  approximately  $5.1 million in overhead and
financing  costs by the year 2000.  Regency also expects to attain higher growth
in funds from  operations  (FFO) per share than would have been  achieved by the
individual entities.

The  merger,  which is  subject to  approval  of the  shareholders  of each
company,  is expected to be completed by year-end.  Security Capital U.S. Realty
(SC-USREALTY),  the largest shareholder of both Pacific Retail and Regency,  has
agreed to vote its  shares in favor of the  merger.  The merged  companies  will
operate  under the  Regency  Realty  name and will  trade on the New York  Stock
Exchange  under the ticker symbol "REG".  The company will be  headquartered  in
Jacksonville,  Fla.,  and will have  regional  offices in  Atlanta,  Cincinnati,
Denver, Dallas, Los Angeles, St. Louis and San Francisco.

For each share of Pacific Retail common stock, a Pacific  shareholder  will
receive 0.48 shares of Regency common stock. Regency will assume the outstanding
debt of Pacific Retail, which totaled approximately $300 million as of September
18, 1998. Based on Regency's  September 18 closing price, the total value of the
transaction is approximately  $2.0 billion.  The transaction has been structured
as a tax-free  merger.  The merged  companies  will maintain  Regency's  current
dividend, as well as its dividend policy.

The merged  companies will have a 13-person  board of directors,  including
four  independent  directors  named by Regency,  three  directors to be named by
Pacific Retail, three directors to be named by SC-USREALTY, and three members of
management. Mr. Stein will be the Chairman and CEO of the combined company.



                                       5

Mary Lou  Rogers will become President and Chief  Operating  Officer of
Regency upon  completion  of the merger.  Ms.  Rogers is currently a director of
Regency  and a trustee of Pacific  Retail,  as well as a  Managing  Director  at
Security  Capital  Group,  where she has been  responsible  for  overseeing  all
retail-related operating initiatives. Prior to joining Security Capital Group in
1997,  Ms.  Rogers was senior vice  president  and  regional  director of stores
Northeast for Macy's Department Stores.

Leading national platform of grocery-anchored retail centers

Pacific Retail's investment strategy mirrors that of Regency.  "Through its
disciplined  investment  process,  Pacific  Retail has  acquired a portfolio  of
high-quality   neighborhood  retail  centers  that  are  located  in  protected,
fast-growing  western  markets in terms of population,  employment and household
income," Mr. Stein  commented.  "Regency  will  continue to utilize  proprietary
research to identify  investment  opportunities  in markets and submarkets which
exhibit strong economic fundamentals and have high barriers to entry in order to
create  compelling  long-term  value for our  shareholders.  Regency will be the
first  company  to have a national  focus of  operating,  owning  and  providing
third-party services for grocery-anchored retail centers."

Pacific  Retail's  portfolio  includes  69  neighborhood  shopping  centers
operating  or under  development  which are  anchored  by several of the leading
grocers  in the  western  United  States.  Regency  will also  benefit  from the
addition  of a  talented  pool  of  professionals  from  Pacific  Retail.  "This
management  team  will  include  18  senior   officers  that  bring   operating,
acquisition,  marketing and development experience as well as local expertise in
key markets throughout the western United States," said Mr. Stein. "The combined
strength  of  our  management  team,  operating  system,  high-quality  national
portfolio  and  customer-driven  development  provides an  exceptionally  strong
foundation for sustainable growth."

Remerchandising and development pipeline expected to fuel future growth

According to Ms. Rogers,  Regency will focus on internal growth through its
remerchandising and development strategies. "We expect to raise customer loyalty
and help  retailers  to increase  their sales  through our retail  services  and
marketing," she said. The company has recently introduced a "preferred customer"
initiative,  identifying  79 top retailers with which the company seeks to forge
close relationships and build multiple leasing opportunities. "With our national
platform, Regency will also be able to identify and build relationships with the
leading  retail shop tenants of the future.  The synergies of these  initiatives
are expected to add significant  value to our shopping centers and contribute to
attractive returns for shareholders," said Ms. Rogers.

"With our  expanded  geographic  presence  and  proprietary  customer-  and
market-based  research,  Regency  plans to create a national  brand by providing
unparalleled customer service to grocery anchors and shop retailers," Ms. Rogers
pointed out. "By establishing close  relationships with the leading  supermarket
chains and consistently  attracting the right mix of retail tenants, our centers
are  positioned  to  generate  high  daily  traffic  from   convenience-oriented
consumers.  Our  centers  are  anchored  by the #1 or #2  grocers  in our target
markets.  We believe that a portfolio  dominated  by these  strong  anchors will
distinguish Regency from other public companies and ensure that our centers have
a  sustainable  competitive  advantage in their trade  areas.  Regency will also
distinguish itself by offering third-party  services to national retailers.  The
result  should be higher tenant sales,  higher rents,  lower  vacancies and less
downtime, all which translate into sustainable NOI growth."



                                       6

According  to Ms.  Rogers,  the combined  development  pipelines of the two
entities will also be a major  contributor to Regency's growth story.  Regency's
customer-driven  development pipeline will grow to $444 million when it combines
with Pacific Retail. "Our customer-driven development program is without peer in
the grocery-anchored shopping center business," said Ms. Rogers. "Both companies
have established  relationships with the top grocers and principal  retailers in
their target markets which will support our growing development program."

Regency is dedicated to being the leading  national  operating,  ownership,
and service company focused on grocery-anchored  infill retail shopping centers.
Currently, the company owns 125 retail properties operating or under development
totaling 14.1 million  square feet of retail space in 14 states.  Operating as a
fully integrated real estate company,  Regency Realty Corporation is a qualified
real estate  investment trust that is self  administered  and self managed.  See
company   information   and   press   releases   on   Regency's   web   site  at
www.RegencyRealty.com.

                                      # # #

In  addition  to  historical  information,   this  press  release  contains
forward-looking  statements  under the federal  securities law. These statements
are based on current expectations,  estimates and projections about the industry
and markets in which Regency and Pacific Retail  operate,  managements'  beliefs
and  assumptions.  Forward-looking  statements  are  not  guarantees  of  future
performance  and  involve  certain  credit  risks and  uncertainties,  which are
difficult  to predict.  Actual  operating  results may be affected by changes in
national and local economic conditions,  competitive market conditions, weather,
obtaining  governmental   approvals  and  meeting  development  schedules,   and
therefore,  may differ  materially  from what is expressed or forecasted in this
press release.


                                       7


                                 REGENCY REALTY

                                 The Merger of
                    Regency Realty and Pacific Retail Trust



                    The First National Operating, Ownership
                        and Services Company Focused on
                     Grocery-Anchored Infill Retail Centers

                                       8

                                REGENCY REALTY

In addition to historical information, this presentation contains
forward-looking statements under the Federal Securities Law. These
statements are based on current expectations, estimates, and propositions
about the industry and markets in which Pacific Retail Trust and Regency
Realty operate, management's beliefs and assumptions made by management.

Forward-looking statements are not guarantees of future performance and
involve certain credit risks and uncertainties, which are difficult to
predict.

Actual operating results may be affected by changes in national and local
economic conditions, competitive market conditions, weather, obtaining
government approvals, and meeting development schedules, and therefore may
differ materially from what is expressed or forecasted in the presentation.


                                       9

                                REGENCY REALTY

                      Compelling Rationale for the Merger

                               * Financial Impact

                               * National Platform

                               * Management Team

              Regency Realty is Now the First National Operating,
                   Ownership and Services Company Focused on
                     Grocery-Anchored Infill Retail Centers


                                       10

                                REGENCY REALTY

                                Financial Impact

*        Doubles total book assets to $2.2 billion

*        Reduces debt from 35.8% to 30.7% (as of June 30)

*        Provides $600 million of credit capacity

*        Increased FFO/share growth
            - Immediate and long-term accretion
            - Operating/financial synergies ($5.1 million annually)
            - National customer-driven development pipeline ($444 million)


                                       11

                                REGENCY REALTY

                               Transaction Summary

*        Share Exchange Ratio              0.48 : 1.0
*        Name                              Regency Realty Corporation
*        Total Market Capitalization(1)    $1.996 Billion
*        Total Book Assets                 $2.184 Billion
*        Board Composition                 4 Independent from Regency, 3 
                                           Independent from Pacific Retail,
                                           3 from Management, 3 from Security
                                           Capital U.S. Realty

*        Senior Management                 Martin Stein, Jr. - Chairman and 
                                              Chief Executive Officer
                                           Mary Lou Rogers - President and 
                                              Chief Operating Officer

*        Headquarters                      Jacksonville, Florida

*        Regional Headquarters             Atlanta, Cincinnati, Denver, Dallas,
                                           Los Angeles, St. Louis, San Francisco

(1)  Equity market capitalization based on $21.75 price per Regency share.


                                       12

                                REGENCY REALTY

                                Financial Summary(1)

In thousands
(except per share data)              Regency         Pacific        Combined
                                     -------         -------        --------

Total Book Assets                   $1,139,258      $1,045,040     $2,184,298

Equity Market Capitalization(2)       $646,454        $677,744     $1,324,198

Common Shares Outstanding(3)            29,722          64,918         60,883

Preferred Stock                        $80,000         $31,303       $111,303

Line of Credit Outstanding             $89,731        $173,600       $263,331

Term Debt                             $317,796         $90,236       $408,032

Total Debt/Total Book Assets             35.8%           25.3%          30.7%

Dividend Per Share                       $1.76           $0.76          $1.76

Fully Diluted FFO Per Share(4)           $2.25           $1.01             NA

Payout Ratio                             78.2%           75.3%       75 - 78%

(1)  As of June 30, 1998.
(2)  Equity market capitalization based on $21.75 price per Regency share.
(3)  Includes redeemable operating partnership units outstanding, but excludes
     Pacific's preferred stock which is convertible 1:1.
(4)  Regency Realty FFO based on First Call consensus estimate.


                                       13

                                REGENCY REALTY

                                National Platform

*    National customer service capability in owned/developed centers
         - Grocery anchors
         - Shop retailers

*    Additional fee service revenue from national retailers

*    Proprietary national consumer and real estate research identifies new 
     breakthrough retail tenants and concepts to roll-out nationally

*    National scope generates enhanced rental income


                                       14


                                REGENCY REALTY

                  * 192 Centers Operating or Under Development
                  * $2.2 Billion Total Assets
                  * 22.2 Million Square Feet


                                       15

                                REGENCY REALTY

                          Capital Allocation by Market

                                                                         % of
                                           Committed       $ of       Committed
     Market                   GLA         Investment(1)   Total GLA   Investment
     ------                   ---         -------------   ---------   ----------

Southern California        2,486,531      $347,757,701      10.2%       14.2%

Northern California        1,259,905       191,997,799       5.2%        7.8%

Pacific Northwest          1,406,804       188,494,096       5.8%        7.7%

Colorado/Arizona           1,197,043       104,111,994       4.9%        4.2%

Texas                      3,724,736       358,005,912      15.2%       14.6%

Midwest                    2,589,631       244,860,418      10.6%       10.0%

Mid-Atlantic                 520,479        48,576,019       2.1%        2.0%

Southeast                  5,396,266       519,377,514      22.1%       21.2%

Florida                    5,842,915       450,081,670      23.9%       18.3%
                           ---------       -----------      ----        ---- 

                          24,424,310    $2,453,263,123     100.0%      100.0%
                          ==========    ==============     =====       ===== 

As of 6/30/98
(1) Includes future contract commitments.


                                       16


                                REGENCY REALTY

                Key Drivers for Generating FFO per Share Growth

            *  Experienced management team

            *  Research-based retail operating system

            *  Focused grocery-anchored infill strategy

            *  Customer-driven development program

            * Research-based capital allocation/strong balance sheet

            *  National platform neighborhood shopping centers


                                       17


                                REGENCY REALTY

                   Creating Value through Regency's Preferred
                       Customer Initiative (PCI) Program


           * Multiple Locations with 79 Leading Retailers Nationwide
           * Regency's PCI Program Builds a National Brand
           * National Roll-Out of Innovative New Retail Concepts


Hallmark     Fantastic     Great Clips     Mail Boxes     Blockbuster
32 Stores       Sams        27 Stores         Etc.         52 Stores
             11 Stores                     58 Stores


Radio           GNC          Subway         Starbucks       Baskin
Shack       40 Stores       40 Stores       14 Stores       Robbins
25 Stores                                                  19 Stores



                                       18


                                REGENCY REALTY

                                 Management Team

*        Combined national management team provides unmatched expertise
            - Retail and real estate research
            - Operating
            - Marketing
            - Acquisition
            - Development

*        Senior management team - history of close working relationships
            - Stein took company public, grew from 5 to 124 centers
            - Rogers has participated on both boards (18 months)
                  * Investment, compensation and budgeting committees
                  * Led effort to create retail operating system for both firms
                    (unique to industry)

*        Combined team of 403 professionals continues to operate in 7 existing
         regional offices

*        Seamless management integration of similar cultures
            - Financial policies and systems
            - Research-driven investment strategy
            - Compensation strategy
            - Personnel policies


                                       19

                                REGENCY REALTY

Management Team Martin E. Stein, Jr. - Chairman and Chief Executive
Officer. Mr. Stein has been with the Regency Realty Corporation and its
predecessor, the Regency Group, Inc., since 1976. He has served in various
property management, leasing and executive positions. Mr. Stein was appointed
President and Chief Executive Officer in 1988 and Chairman of the Board in 1997.
Since Regency Realty's Initial Public Offering in 1993, the company has grown
its total market capitalization from $170 million to over $1 billion.

Mary Lou Rogers - President and Chief Operating Officer. Prior to the
merger, Ms. Rogers was a Managing Director of Security Capital Group
Incorporated where, for the past 18 months, she has been responsible for the
development of retail operating systems for the firm's retailing-related
initiatives. She has also served on the Board of Directors of both Regency and
Pacific Retail Trust. Prior to joining Security Capital, Ms. Rogers was a Senior
Vice President and Director of Stores for Macy's East/Federated Department
Stores responsible for 19 Macy's stores in five states. Previously, Ms. Rogers
was a Senior Vice President of Henri Bendel and Senior Vice President and
Regional Director of stores for Federated's Burdines Division.

James G. Buis - Managing Director - Investments (Southwest). Prior to the
merger, Mr. Buis was a Managing Director of Pacific Retail Trust where he was
responsible for development. Prior to joining Pacific Retail, Mr. Buis was
Executive Vice President of Madison Property Corporation. From 1989 to 1993, Mr.
Buis was Senior Vice President of Rosewood Property Company. From 1979 to 1989,
Mr. Buis was a Senior Partner with Lincoln Property Company, a privately held
real estate company where he had overall responsibility for acquisitions,
development, marketing and management of its Retail Division. From 1972 to 1979,
Mr. Buis was a retail broker with Hank Dickerson & Company Realtors in Dallas.


                                       20

                                REGENCY REALTY

                                Management Team

John S. Delatour - Managing Director - Operations (West). Prior to the
merger, Mr. Delatour was a Managing Director with Pacific Retail Trust where he
was responsible for marketing and operations. Prior to joining Pacific Retail,
from 1983 to 1996, Mr. Delatour was with Lincoln Property Company, where he
ultimately served as Senior Vice President of Retail Operations responsible for
management, leasing and development. Prior to joining Lincoln Property, he was
an accountant with Peat, Marwick, Mitchell & Co.

Robert C. Gillander, Jr. - Managing Director - Investments (Atlantic). Mr.
Gillander joined Regency Realty in 1979 and has served in a variety of positions
including retail development, leasing and property management. Most recently Mr.
Gillander has served as a Managing Director and has focused on acquisitions,
development, build-to-suit and retailer services. Prior to joining Regency, Mr.
Gillander was an accountant at Coopers and Lybrand, specializing in real estate
clients.

Bruce M. Johnson - Managing Director and Chief Financial Officer. Mr.
Johnson joined Regency Realty in 1979 and has served in a variety of positions
including commercial development and has been responsible for financing
Regency's investments. Mr. Johnson became Regency's Chief Financial Officer in
1993. Prior to joining Regency, Mr. Johnson was Vice President of Barnett
Winston Trust, where he was responsible for asset management and disposition of
a diversified real estate portfolio.


                                       21

                                REGENCY REALTY

                                 Management Team

Brian Smith - Managing Director - Investments (Pacific). Prior to the
merger, Mr. Smith was a Managing Director with Pacific Retail Trust where he was
responsible for development. Prior to joining Pacific Retail, Mr. Smith was
Senior Vice President of Lowe Enterprises, Inc. From 1984 to 1994, Mr. Smith was
Executive Vice President and Managing Director for the Trammell Crow Company
where he had overall responsibility for acquisitions, development, marketing and
management of its Pacific Retail Division.

James D. Thompson - Managing Director - Operations (East). Mr. Thompson
joined Regency Realty in 1981 and has served in a variety of positions including
project development and asset management. Most recently Mr. Thompson has served
as a Managing Director and has been responsible for the operations, construction
and due diligence of Regency's portfolio. Prior to joining Regency, Mr. Thompson
was a Commercial Loan Officer at Atlantic Bancorp.

Lee S. Wielansky - Managing Director - Investments (Midwest). Prior to
joining Regency, Mr. Wielansky was President and a Founding Partner of Midland
Development Group in St. Louis. Midland was the nation's largest developer of
Kroger anchored shopping centers. Before founding Midland, Mr. Wielansky served
as Senior Vice President/Partner of Leo Eisenberg & Co., Inc. and earlier headed
the brokerage division of Sachs Properties.