FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from ________ to ___________

                         Commission file number: 1-12298


                           REGENCY REALTY CORPORATION

                 State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)

                               Florida 59-3191743

                           REGENCY REALTY CORPORATION
                             121 West Forsyth Street
                                    Suite 200
                           Jacksonville, Florida 32202
                                 (904) 356-7000


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No


              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest  practicable  date. As of May 8, 1996,
there were 6,848,699 shares  outstanding of the registrant's  common stock, $.01
par value.






<PAGE>



Part I. Financial Information


Item 1. Financial Statements.

                            REGENCY REALTY CORPORATION
                            Consolidated Balance Sheets


                                                     March 31,    December 31,
                                                        1996         1995
                                                        ----         ----

Assets
Real estate rental property, at cost               $ 283,966,491  278,731,167
  Less:  accumulated depreciation                     20,267,810   18,631,310
                                                     ----------   -----------
     Real estate rental property, net                263,698,681  260,099,857

Construction in progress                               4,532,116            0
Investment in unconsolidated real
  estate partnerships                                  1,135,619      315,389
                                                     -----------  -----------
     Total investments in real estate, net           269,366,416  260,415,246

Cash and cash equivalents                              5,393,306    3,401,701
Accounts receivable, net of allowance for
  uncollectible accounts of $451,945
  and $474,019 at March 31, 1996 and
  December 31, 1995, respectively                      1,623,741    2,620,763
Deferred costs, less accumulated amortization
  of $2,703,676 and $2,547,765 at March 31,
  1996 and December 31, 1995, respectively             3,546,475    3,598,011
Other assets                                             909,517      969,676
                                                     -----------  -----------
                                                   $ 280,839,455  271,005,397
                                                     ===========  ===========
Liabilities and Stockholders' Equity
Mortgage loans payable                                98,448,036   93,277,273
Secured line of credit                                27,107,923   22,339,803
Tenant security and escrow deposits                      980,296      976,515
Accrued expenses                                       1,612,351      936,695
Accounts payable and other liabilities                 4,965,397    6,468,537
                                                     -----------  -----------
     Total liabilities                               133,114,003  123,998,823
                                                     -----------  -----------

Convertible operating partnerships units                 169,852            0

Stockholders' Equity
  Preferred stock -
     10,000,000  shares  authorized:
     Series  A  8%  cumulative convertible, 1,916 
     shares issued and outstanding at March 31,
     1996 and December 31, 1995, respectively          1,916,268    1,916,268
  Common stock $.01 par value per share:
     25,000,000 shares authorized; 6,844,059
     and 6,728,723 shares issued and outstanding
     at March 31, 1996 and December 31, 1995,             68,441       67,287
     respectively
  Special common stock - 
     10,000,000 shares authorized:
     Class B $.01 par value per share, 2,500,000
     shares issued and outstanding at March 31,
     1996 and December 31, 1995, respectively             25,000       25,000
   Additional paid in capital                        157,147,895  155,221,241
   Distributions in excess of net income              (8,431,915)  (8,073,188)
   Stock loans                                        (3,170,089)  (2,150,034)
                                                     -----------  -----------
     Total stockholders' equity                      147,555,600  147,006,574
                                                     -----------  -----------
                                                   $ 280,839,455  271,005,397
                                                     ===========  ===========
          
See accompanying notes to consolidated financial statements.



<PAGE>




                           REGENCY REALTY CORPORATION
                    Consolidated Statements of Operations


                                                  For the Three Month
                                                      Period Ended     
                                                 03-31-96      03-31-95
                                                 --------      --------

Real estate operation revenues:
  Minimum rent                               $  7,903,455     5,894,764
  Percentage rent                                 189,880       156,851
  Recoveries from tenants                       1,613,202     1,161,333
  Other recoveries and income                      84,184       143,122
  Leasing and brokerage                           574,086       259,058
  Management fees                                 136,931       247,585
                                               ----------     ---------
    Total real estate operation revenues       10,501,738     7,862,713
                                               ----------     ---------         

Real estate operation expenses:
  Depreciation and amortization                 1,884,451     1,499,636
  Operating and maintenance                     1,702,535     1,335,204
  General and administrative                    1,265,320     1,036,066
  Real estate taxes                               920,065       648,396
                                                ---------     ---------
     Total real estate operation expenses       5,772,371     4,519,302
                                                ---------     ---------

Interest expense (income):
  Interest expense                              2,244,805     1,984,552
  Interest income                                (116,717)      (97,375)
                                                ---------     ---------
     Net interest expense                       2,128,088     1,887,177
                                                ---------     ---------        

     Net income                                 2,601,279     1,456,234

Preferred stock dividends                          25,550       114,975
                                                ---------     ---------

Net income for common stockholders           $  2,575,729     1,341,259
                                                =========     =========        

Net income per common share outstanding      $       0.26          0.21
                                                =========     =========        

Weighted average common shares outstanding      9,766,149     6,465,710
                                                =========     =========


See accompanying notes to consolidated financial statements.


























<PAGE>




                              REGENCY REALTY CORPORATION
                       Consolidated Statements of Cash Flows
                 For the Three Months Ended March 31, 1996 and 1995


                                                            1996         1995
                                                            ----         ----

Cash flows from operating activities:                 
  Net income                                         $  2,601,279    1,456,234

Adjustments to reconcile net income to net
 cash provided by operating activities
  Depreciation and amortization                         1,884,451    1,499,636
  Equity in income of unconsolidated
   real estate partnership investments                     (7,453)      (1,366)
  Changes in assets and liabilities:
     Decrease in accounts receivable                      997,022    1,087,349
     (Increase) in deferred leasing commissions           (96,268)     (30,148)
     Decrease (increase) in other assets                   23,699     (407,191)
     Increase in tenants' security
       and escrow deposits                                  3,781       25,040
     Increase in accrued expenses                         956,969      537,471
     Decrease in accounts payable
       and other liabilities                             (595,388)    (322,689)
                                                       ----------    ---------
        Net cash provided by operating activities       5,768,092    3,844,336
                                                       ----------    --------- 
Cash flows from investing activities:
  Investment in real estate                            (5,074,322)  (9,177,444)
  Investment in unconsolidated
    real estate partnership                              (818,975)           0
  Capital expenditures                                   (161,002)    (308,968)
  Construction in progress                             (4,532,116)  (2,390,753) 
  Distribution received from unconsolidated
    real estate partnership investment                      6,199            0
                                                      -----------  -----------
        Net cash used in investing                    (10,580,216) (11,877,165)
                                                      -----------  -----------
Cash flows from financing activities:
  Dividends paid in cash                               (3,241,319)  (2,556,055)
  Proceeds (repayments) from secured
   line of credit, net                                  4,768,120     (750,000)
  Proceeds from mortgage loans payable                  3,918,750   11,400,000
  Net proceeds from construction loans                  1,441,214    1,996,600
  Principal payments on mortgage loans payable           (189,202)     (37,541)
  Issuance of convertible operating partnership units     169,852            0
  Payment of loan closing costs                           (63,686)           0
                                                       ----------   ----------
        Net cash provided by financing activities       6,803,729   10,053,004
                                                       ----------   ----------

        Net increase in cash and cash equivalents       1,991,605    2,020,175
                                                       ----------   ----------  

Cash and cash equivalents at beginning of period        3,401,701    2,860,837
                                                        ---------    ---------

Cash and cash equivalents at end of period           $  5,393,306    4,881,012
                                                       ==========   ==========  


See accompanying notes to consolidated financial statements.










<PAGE>









                               REGENCY REALTY CORPORATION


                       Notes to Consolidated Financial Statements

1.      The Company

        Regency Realty  Corporation  (the Company) was incorporated in the State
        of Florida for the purpose of managing, leasing,  brokering,  acquiring,
        and developing shopping centers. At March 31, 1996, the Company owned 34
        shopping   centers  and  4  office  complexes  in  four  states  in  the
        southeastern  United  States.  The  Company  also  provides  management,
        leasing, brokerage and development services for real estate not owned by
        the Company (third parties).  The Company commenced operations effective
        with the completion of its initial public offering on November 5, 1993.

        The accompanying  consolidated financial statements include the accounts
        of Regency Realty Group,  Inc. (the "Management  Company"),  it's wholly
        owned or controlled  shopping centers and office complexes and its joint
        ventures. All significant intercompany balances and transactions
        have been eliminated.

        These  financial  statements  should  be read in  conjunction  with  the
        financial  statements  and notes thereto  included in the Company's Form
        10-K filed with the  Securities  and  Exchange  Commission  on March 19,
        1996.  Certain amounts for 1995 have been reclassified to conform to the
        presentation adopted in 1996.

2.      Basis of Presentation

        The  accompanying  interim  unaudited  financial  statements  have  been
        prepared  pursuant to the rules and  regulations  of the  Securities and
        Exchange  Commission,  and reflect all adjustments which are of a normal
        recurring  nature,  and in the opinion of  management,  are necessary to
        properly state the results of operations and financial position. Certain
        information  and  footnote  disclosures  normally  included in financial
        statements  prepared in accordance  with generally  accepted  accounting
        principles  have been  condensed  or omitted  pursuant to such rules and
        regulations,  although  management  believes  that the  disclosures  are
        adequate to make the information presented not misleading.

3.      Acquisition and Expansion

        Through March 31, 1996, the Company has completed the acquisition of two
        shopping centers and one parcel of land for a new shopping center. These
        properties  are 100% owned unless noted  otherwise and are summarized as
        follows:

                                                         Date Acquired  Company
  Shopping Center         Location         Year Built   by the Company    GLA

 Parkway Station     Warner Robbins, GA    1983/1987       02-28-96      94,290
 Ocean East Mall (1)     Stuart, FL            -           01-31-96     104,772
 South Monroe (2)     Tallahassee, FL          -           03-21-96        -

 (1)  Redevelopment project to be completed in 1997.  
      The Company acquired a 25% interest.
 (2)  New shopping center development to be completed in 1997.

4.     Secured Line of Credit

       The  Company has a  commitment  from a  financial  institution  for a $75
       million  unsecured  acquisition  and  development  line  of  credit,  the
       proceeds of which will be used to pay off the  existing  secured  line of
       credit  and  provide   financing  for  new  acquisition  and  development
       activity.  The  interest  rate on the loan  will be  Libor + 162.5  basis
       points with an initial term of two years with extension options.



<PAGE>




I
tem 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operation.
                  (dollar amounts in thousands except per share data)

          The  following  discussion  should  be read in  conjunction  with  the
  accompanying  Consolidated  Financial  Statements and Notes thereto of Regency
  Realty Corporation (the "Company") appearing elsewhere in this Form 10-Q.

Business

          The Company's principal business is owning,  managing,  and developing
neighborhood  and community  shopping  centers in Florida and the Southeast.  At
March 31, 1996 the Company owned and managed 34 shopping  centers and 4 suburban
office  buildings.  Of the total 38 properties owned, 27 are located in Florida,
and 28 are anchored by  supermarkets.  The Company's  three  largest  tenants in
order by number of store  locations  are Publix  Supermarkets  (12),  Winn-Dixie
Stores (7), and Wal-Mart (7).

Capital Resources

         Following the Company's  $108,200 initial public offering  completed in
November 1993, the Company closed a $45,000  secured line of credit (the "Line")
maturing in December  1996,  for the purpose of acquiring  and  developing  real
estate.  At March 31, 1996 and 1995, the balance  outstanding under the Line was
$27,108 and $40,326,  respectively.  During 1995, the Company refinanced several
properties  with  longer  term  maturities  and fixed  interest  rates,  the net
proceeds  of which  were used to reduce  the Line.  At March 31,  1996 and 1995,
fixed rate loans  represented 75% and 57% of total debt,  respectively,  and had
average fixed  interest  rates of 7.6% and 7.5%,  respectively.  The Company has
received a commitment from Wells Fargo National Bank for a $75 million unsecured
line of credit ("Wells Line").  The proceeds from the Wells Line will be used to
pay off the  existing  balance of the Line,  and to  acquire  and  develop  real
estate.  The interest rate on the Wells Line will be Libor plus 1.625%,  matures
in 2 years and has extension  options.  The Company expects to close on the loan
during the second quarter of 1996. Upon payoff of the Line, the available amount
under the Wells Line will be approximately $47 million.

         During 1995, the Company  acquired five shopping  centers and completed
the  development  or expanded four shopping  centers for a total cost of $62,142
(the  "1995  Acquisitions").  Approximately  $9,101 of these  acquisitions  were
completed  during  the  1st  quarter  of  1995.  The  Company  funded  the  1995
Acquisitions from borrowings on the Line, origination of new mortgage loans, and
the proceeds from a $50,000  private  placement (the "Private  Placement").  The
Private  Placement was completed on December 20, 1995 by issuing 2,500 shares of
non-voting Class B common stock to a single investor.  The Class B common shares
are  convertible  into  2,975  shares of  common  stock  beginning  on the third
anniversary of the issuance date subject to limitations  that the holder may not
beneficially own more than 4.9% of the Company's outstanding common stock except
in certain circumstances.

         During 1996, the Company acquired a shopping center for $5,225 financed
with the remaining proceeds from the Private Placement (the "1996 Acquisition").
The  Company  also  acquired  a  parcel  of land to begin  development  of a new
shopping  center,  and entered  into a joint  venture to  redevelop  an existing
shopping center. Total cost at completion of these two development projects will
be $12,271 and are expected to be completed during the second quarter of 1997.

Liquidity

         The  Company's   principal  demands  for  liquidity  are  dividends  to
stockholders,  the operations,  maintenance and improvement of real estate,  and
scheduled interest and principal payments. The Company paid common and preferred
dividends  of $3,241 and $2,556 to its  stockholders  during the 1st  quarter of
1996 and  1995,  respectively.  In  January  1996,  the  Company  increased  its
quarterly  common dividend to $.405 per share or $1.62 annually.  As a result of
the  Private  Placement,  the Company has  outstanding  2,500  shares of Class B
common with a current  annual  dividend rate of $1.9845  ($1.6674 on a converted
common  stock  basis).  Accordingly,  dividends  anticipated  to be  paid by the
Company  during  1996 will  increase  substantially  over 1995 due to the common
stock  dividend  increase and the Private  Placement.  During the 1st quarter of
1996 and 1995,  the Company's net cash used in investing  activities was $10,580
and  $11,877,  respectively,  related to real estate  acquisitions,  leasing and
renewal activity, and building  improvements.  The Company anticipates that cash
provided  by  operating  activities,  unused  amounts  under the Line,  and cash
reserves are adequate to meet liquidity requirements.

<PAGE>

         The Company has made an election to be taxed, and is operating so as to
qualify,  as a Real Estate  Investment  Trust  ("REIT")  for Federal  income tax
purposes,  and  accordingly has paid no Federal income tax subsequent to its IPO
in  1993.  While  the  Company  intends  to  continue  to pay  dividends  to its
stockholders, the Company will reserve such amounts of cash flow as it considers
necessary for the proper  maintenance and improvement of its real estate,  while
still maintaining its qualification as a REIT.

         The Company's real estate portfolio grew substantially during 1995 as a
result of the acquisitions and developments discussed above. The Company expects
to  continue  this level of growth  during  1996 and intends to meet the related
capital  requirements,  principally  for the  acquisition  or development of new
properties,  from  borrowings  on the Wells Line,  new  mortgage  loans and from
additional  public or private equity  offerings.  Because such  acquisition  and
development  activities are  discretionary  in nature,  they are not expected to
burden  the  Company's  capital  resources  currently  available  for  liquidity
requirements.

Results of Operations

         Comparison of Three Months Ended March 31, 1996 to 1995

         Real estate operation  revenues were $10,502 in 1996 or 34% higher than
1995  due  primarily  to the 1995  Acquisitions  providing  revenues  for a full
quarter in 1996 vs. a partial quarter in 1995.  Minimum rent increased $2,009 or
34% during 1996,  and recoveries  from tenants  increased $452 or 39%. On a same
property  basis,  excluding  the  1996  Acquisition  and the  1995  Acquisitions
acquired  after June 30, 1995,  and  including  the 1995  Acquisitions  acquired
before June 30, 1995 as if they had occurred on January 1, 1995, real estate net
operating  income increased 4.7% during 1996. At March 31, 1996, the real estate
portfolio  was  95.9%  leased  and  95.5%  rent  paying,  the  difference  being
pre-leases awaiting completion of improvements prior to occupancy. The portfolio
was 94.3% leased at March 31, 1995. Average rents per SF were $8.57 at March 31,
1996 vs. $8.22 per SF at March 31, 1995 the increase due primarily from the 1995
Acquisitions  which had higher  average  rents than the average of the portfolio
prior to the 1995  Acquisitions.  Revenues  from property  management,  leasing,
brokerage,  and  development  services  provided on properties  not owned by the
Company  were $711 vs.  $507 for the  period  ending  March  31,  1996 and 1995,
respectively.

         Real estate  operation  expenses were $5,772 in 1996 or 28% higher than
1995 due primarily to the 1996 and 1995  acquisition  and  development  activity
described above. Operating, maintenance and real estate taxes were $2,623 or 32%
higher than 1995; however, on a per SF basis, operating,  maintenance,  and real
estate taxes for the three months ended  averaged  $0.66 per SF and $0.63 per SF
in 1996 and 1995, respectively. The increase per SF of 4.8% was due primarily to
higher real estate taxes per SF on the 1995 Acquisitions than the average of the
portfolio prior to the 1995  Acquisitions  and also to increases in the assessed
value of the  portfolio as a whole by various  taxing  authorities.  General and
administrative  expense  increased  22% during  1996 to $1,265  due to  accruing
higher amounts for  performance  based deferred  compensation  that  potentially
could be earned  vs. the same  period in 1995.  Performance  based  compensation
earned in 1995 was  primarily  accrued  during the third and fourth  quarters of
1995  when  the  Company  determined  (primarily  as a  result  of  the  Private
Placement) that such compensation could potentially be earned.  Depreciation and
amortization  was  $1,884  or 26%  higher  than  1995 due to a full  quarter  of
depreciation on the 1995  Acquisitions  vs. a partial quarter in 1995,  combined
with a partial quarter of depreciation for the 1996 Acquisition.

         Interest expense increased to $2,245 in 1996 from $1,985 in 1995 or 13%
due primarily to increased average  outstanding loan balances as a result of the
1995  Acquisitions.  Average  outstanding  debt  during  1996 was  $121,000  vs.
$114,000 in 1995.  Preferred stock dividends  decreased from $115 in 1995 to $26
in 1996 as a result of the  conversion  of 75% of the Series A  preferred  stock
into common stock since December 29, 1994.

         Net income for common stockholders was $2,576 or $.26 per share in 1996
vs. $1,341 or $.21 per share in 1995.  The increase is due primarily to the 1996
Acquisition and the 1995  Acquisitions that resulted in a $2,435 or 34% increase
in  real  estate  operation  revenues,  a $639  or 32%  increase  in  operating,
maintenance and real estate taxes, a $385 increase in depreciation expense and a
$241 increase in interest expense.

Funds from Operations

         The Company  considers funds from operations  ("FFO") to be one measure
of REIT  performance  and defines it as net income  (computed in accordance with
generally accepted accounting  principles) excluding gains (or losses) from debt
restructuring  and sales of  property,  adjusted  for certain  noncash  amounts,
primarily   depreciation   and   amortization,   and   after   adjustments   for
unconsolidated  partnerships and joint ventures.  Adjustments for unconsolidated
partnerships and joint ventures are calculated to reflect FFO on the same basis.
FFO as  defined  above has  become a  measure  used by many  industry  analysts;
however,  FFO  should  not be  considered  an  alternative  to net  income as an
indication  of the  Company's  performance  or to  cash  flow  as a  measure  of
liquidity   determined  in  accordance   with  generally   accepted   accounting
principles.



<PAGE>




         FFO for the three months  ended March 31, 1996 and 1995 are summarized
in the following table:

                                                     1996         1995
                                                     ----         ----
Net income for common stockholders             $    2,576        1,341
Add non-cash amounts:
  Real estate depreciation and amortization         1,724        1,357
  Common stock compensation:
    Board of directors' fees and
      401 (k) compensation                            109           96
    Long-term compensation plans                      290           63
  Straight-lining of rents charge                       7           46
                                                    -----        -----
          Funds from operations                $    4,706        2,903
                                                    =====        =====
Weighted average shares outstanding                 9,766        6,466
                                                    =====        =====
Funds from operations per share                $     0.48         0.45
                                                    =====        =====

         In May 1995 the National  Association of Real Estate  Investment Trusts
(NAREIT) amended the definition of FFO and recommended the following  changes to
become effective for fiscal years ending in 1996: (1) amortization of loan costs
and  depreciation of office  furniture and equipment should not be added back to
net income,  (2)  non-recurring  gains (losses) should be excluded from FFO, and
(3) gains (losses) from the sale of undepreciated  real estate  considered to be
part of a company's  recurring  business  may be  included  in FFO.  The Company
modified its definition of FFO for these changes  effective  January 1, 1996 and
also has restated amounts reported for 1995 for comparison purposes.

Environmental Matters

The Company like others in the commercial  real estate  industry,  is subject to
numerous  environmental  laws and  regulations  including  the  operation of dry
cleaning  plants by  tenants at several of its  shopping  centers.  The  Company
believes that these dry cleaners are  operating in accordance  with current laws
and  regulations.  Based on information  presently  available,  no environmental
accruals  were made and  management  believes that the ultimate  disposition  of
currently  known  matters  will  not have a  material  effect  on the  financial
position, liquidity, or operations of the Company.

Economic Conditions

         A  substantial  number  of  the  Company's   long-term  leases  contain
provisions designed to mitigate the adverse impact of inflation on the Company's
net income.  Such  provisions  include  percentage  rentals,  rental  escalation
clauses and  reimbursements  for common area  maintenance,  insurance,  and real
estate taxes. In addition,  48% of the Company's leases have terms of five years
or less,  which allows the Company the  opportunity to increase rents upon lease
expiration. Approximately 31% of the Company's leases expire beyond 10 years and
are generally anchor tenants.  Unfavorable  economic  conditions could result in
the inability of certain  tenants to meet their lease  obligations and otherwise
could  adversely  affect the Company's  ability to attract and retain  desirable
tenants. Recently, several national and regional retailers have publicized their
financial   difficulties  and  several  have  filed  for  protection  under  the
bankruptcy  laws.  National or regional  tenants of which the Company has leases
that have  filed for  bankruptcy  protection  are Pic N Pay  Shoes  ("PNP")  and
Discovery  Zone  ("DZ").  Total  annual  rent  from PNP is $108 or less than one
percent  of total  annual  rent from all  tenants,  and all stores  continue  to
operate  and pay rent.  Total  rent from DZ is $289 or less than one  percent of
total annual rent from all tenants.  The Company has two leases with DZ of which
the store located at Regency  Square in Brandon has closed and the other remains
open and has guarantees extending to Blockbuster Entertainment.  Regency Square,
the Company's only "Power Center"  containing  approximately 341 SF is currently
94% occupied. The Company has had no other significant tenant bankruptcies.

         At March 31, 1996  approximately  9%, 5% and 5% of the Company's  total
rent is received from Publix, Winn-Dixie, and Wal-Mart, respectively (the "Three
Major  Tenants").  In February,  1996,  Wal-Mart closed its store located at The
Marketplace  in  Alexander  City,  Alabama in order to  relocate to a new larger
store  nearby.  Wal-Mart  will  continue  to pay rent due under its lease at The
Marketplace which expires in October, 2007. During 1995, the Company added a new
Winn-Dixie  store  to  The  Marketplace.  Although  the  Company  considers  the
financial  condition and its  relations  with the Three Major Tenants to be very
solid, a significant  downturn in business or the non-renewal of expiring leases
of the Three Major Tenants could adversely  effect the Company.  Management also
believes that the shopping  centers are relatively  well positioned to withstand
adverse  economic  conditions since they typically are anchored by supermarkets,
drug stores and discount  department  stores that offer  day-to-day  necessities
rather than luxury goods.



<PAGE>





P
art II. Other Information


Item 1. Legal Proceedings.

         None


Item 4. Submission of Matters to a Vote of Security Holders.

         A Special  Meeting of  Shareholders  of Regency Realty  Corporation was
held on March 20, 1996 at the office of the Company at 121 West Forsyth  Street,
Suite  200,  Jacksonville,  Florida  to  vote  on a  proposed  amendment  to the
Company's Articles of Incorporation that would increase the number of authorized
shares of Preferred  Stock from 1 million to 10 million  shares.  Regarding this
proposal,  proxy votes were cast as follows:  4,338,519  Common stock votes For,
84,700 votes Against, and 36,530 votes Abstained.  Also, 1,916 shares or 100% of
the Series A Preferred stock voted For the proposal.  Accordingly,  the proposal
passed.


Item 6. Exhibits and Reports on Form 8-K.

1.  Exhibit 4.  Defining rights of security holders.

2.  Exhibit 27.  Financial Data Schedule


A report on Form 8-K was filed on January 4, 1996,  reporting the acquisition of
three shopping centers under Item 2.

A)  Financial Statements:

        Wellington Market Place:
                  Independent Auditors' Report
                  Statement of Revenue and Certain Expenses
                    for the year ended December 31, 1994

        Publix Market Place:
                  Independent Auditors' Report
                  Statement of Revenue and Certain Expenses
                    for the year ended December 31, 1994

        The Village Center:

                  Independent Auditors' Report
                  Statement of Revenue and Certain Expenses
                    for the year ended December 31, 1994

B)  Pro Forma Financial Information:

        Regency Realty Corporation:
                  Pro Forma Condensed Consolidated Balance Sheet
                    at September 30, 1995 (unaudited)
                  Pro Forma Condensed Statement of Operations
                    for the Nine Months ended September 30, 1995 (unaudited)
                  Pro Forma Condensed Statement of Operations
                    for the year ended December 31, 1994 (unaudited)


<PAGE>


         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, thereunto duly authorized.

REGENCY REALTY CORPORATION

By:/s/ J. Christian Leavitt
       J. Christian Leavitt
       Vice President and Treasurer

Date: May 8, 1996





<PAGE>



                                                     ITEM 6, EXHIBIT 4

                  ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

                                          of

                               REGENCY REALTY CORPORATION

                         DESIGNATING THE PREFERENCES, RIGHTS AND
                                     LIMITATIONS OF

                              CLASS B NON-VOTING COMMON STOCK
                                      $0.01 PAR VALUE
                                      ---------------

                           Pursuant to Section 607.0602 of the
                             Florida Business Corporation Act

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

         The  undersigned,  Bruce M.  Johnson,  the  Executive  Vice  President
  of  Regency  Realty  Corporation,  a Florida corporation (the "Corporation"),

         DOES HEREBY CERTIFY:

         That,  pursuant to the authority  expressly conferred upon the Board of
Directors  by Section  4.4 of the  Restated  Articles  of  Incorporation  of the
Corporation,  as amended,  in accordance with the provisions of Section 607.0602
of the Florida  Business  Corporation  Act, the Board of Directors,  at meetings
duly held on October 23, 1995 and December 14, 1995,  duly adopted the following
resolution providing for an issue of a class of the Corporation's Special Common
Stock  to  be  designated  Class  B  Special  Common  Stock,  $0.01  par  value.
Shareholder action was not required with respect to such Designation.

         "RESOLVED,  that  pursuant to the  authority  expressly  granted to the
Corporation's  Board of  Directors  by Section 4.4 of the  Restated  Articles of
Incorporation  of the  Corporation,  as amended,  the Board of Directors  hereby
establishes a class of the Corporation's  Special Common Stock,  $0.01 par value
per  share,  and  hereby  fixes the  designation,  the  number of shares and the
relative rights, preferences and limitations thereof as follows:

                  1. Designation. The designation of the class of Special Common
Stock created by this resolution shall be Class B Non-Voting  Convertible Common
Stock, $0.01 par value (hereinafter  referred to as "Class B Common Stock"), and
the number of shares  constituting  such class shall be two million five hundred
thousand (2,500,000) shares.

                  1.       Dividend Rights.

(a)  Subject  to the  rights of  classes  or series  of  Preferred  Stock now in
existence  or which may from time to time come into  existence,  the  holders of
shares of Class B Common Stock shall be entitled to receive dividends,  when, as
and if declared by the Board of Directors,  out of any assets legally  available
therefor,  pari passu with any  dividend  (payable  other than in voting  common
stock of the Corporation (hereinafter referred to as the "Common Stock")) on the
Common  Stock of the  Corporation,  in the amount per share equal to the Class B
Dividend  Amount,  as in effect from time to time. The initial per share Class B
Dividend  Amount  per annum  shall be equal to  1.9369.  Each  calendar  quarter
hereafter  (or if the Original  Issue Date is not on the first day of a calendar
quarter, the period beginning on the date of issuance and ending on the last day
of the calendar  quarter of issuance) is referred to  hereinafter as a "Dividend
Period."  The amount of dividends  payable  with  respect to each full  Dividend
Period for the Class B Common  Stock shall be  computed by dividing  the Class B
Dividend  Amount by four.  The amount of  dividends  on the Class B Common Stock
payable with respect to the initial Dividend Period, or any other period shorter
or longer than a full Dividend Period, shall be computed ratably on the basis of
the actual number of days in such Dividend Period. In the event of any change in
the quarterly  cash dividend per share  applicable to the Common Stock after the
date of these  Articles of Amendment,  the quarterly  cash dividend per share on
the Class B Common  Stock shall be adjusted for the same  dividend  period by an
amount  computed by (1) multiplying the amount of the change in the Common Stock
dividend (2) times the Conversion Ratio (as defined in Section 0).

(a) In the event the  Corporation  shall declare a  distribution  payable in (i)
securities  of other  persons,  (ii)  evidences  of  indebtedness  issued by the
Corporation or other persons,  (iii) assets  (excluding  cash dividends) or (iv)
options or rights to purchase  capital stock or evidences of indebtedness in the
Corporation  or other  persons,  then, in each such case for the purpose of this
Section  0, the  holders  of the Class B Common  Stock  shall be  entitled  to a
proportionate  share of any such distribution as though they were the holders of
the number of shares of Common Stock of the Corporation  into which their shares
of Class B Common  Stock are or would be  convertible  (assuming  such shares of
Class B Common Stock were then convertible).



<PAGE>



                  2.  Liquidation  Preference.  The holders of record of Class B
Common Stock shall not be entitled to any liquidation  preference.  In the event
of any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary,  the holders of record of Class B Common Stock
shall be treated  pari passu with the  holders of record of Common  Stock,  with
each  holder of record of Class B Common  Stock being  entitled to receive  that
amount  which such  holder  would be  entitled  to  receive  if such  holder had
converted  all its Class B Common Stock into Common Stock  immediately  prior to
the liquidating distribution in question.

                  3.       Conversion.

(a)  Conversion  Date  and  Conversion   Ratio.   Beginning  on  the  three-year
anniversary  date of the Original Issue Date thereof (the "Third  Anniversary"),
the  holders of shares of Class B Common  Stock  shall have the right,  at their
option,  at any time and from time to time,  to convert  each such  shares  into
1.1901872 (hereinafter referred to as "Conversion Ratio", which shall be subject
to adjustment as hereinafter  provided)  shares of fully paid and  nonassessable
shares  of Common  Stock;  provided,  however,  that no holder of Class B Common
Stock shall be entitled  to convert  shares of Class B Common  Stock into Common
Stock pursuant to the foregoing  provision,  if, as a result of such  conversion
such  person  (x) would  become  the  Beneficial  Owner of more than 4.9% of the
Corporation's  outstanding Common Stock (the "Percentage  Limit"),  or (y) would
acquire upon such conversion during any consecutive three-month period more than
495,911  shares of Common  Stock (the "Share  Limit,"  which shall be subject to
adjustment as hereinafter provided). Beneficial Owner shall have the meaning set
forth in Rule 13d-3 under the Securities  Exchange Act of 1934 (or any successor
provision thereto).  Notwithstanding the foregoing, such conversion right may be
exercised  from time to time  after the Third  Anniversary  irrespective  of the
Percentage  Limit or the Share Limit (and no  conversion  limit shall  apply) as
follows:

                  (A) If the holder duly exercises piggyback registration rights
         in  connection  with an  underwritten  public  offering  pursuant  to a
         Registration Rights Agreement executed by the Corporation on August 25,
         1995,  the holder shall be entitled to convert shares of Class B Common
         Stock effective at the closing of the offering in an amount  sufficient
         to enable the holder to honor its sale  obligations to the underwriters
         at such  closing,  even  though the  amount so  converted  exceeds  the
         Percentage Limit or the Share Limit; and

                  (B) If (x) the holder  arranges  for the sale of Common  Stock
         issuable upon conversion of Class B Common Stock in a transaction  that
         complies with  applicable  securities  laws and with the  Corporation's
         Amended and Restated  Articles of Incorporation as then in effect which
         transaction will not be effected on a securities exchange or through an
         established quotation system or in the over-the-counter market, and (y)
         the  holder   provides   the   Corporation   with   copies  of  written
         documentation  relating  to the  transaction  sufficient  to enable the
         Corporation to determine whether the transaction meets the requirements
         of the preceding clause, the holder shall be entitled to convert shares
         of Class B Common  Stock  effective  at the  closing  of the sale in an
         amount  sufficient  for the  holder to effect the  transaction  at such
         closing,  even though the amount so  converted  exceeds the  Percentage
         Limit or the Share Limit.

         In addition,  notwithstanding  the foregoing,  the conversion right set
forth above may be exercised without regard to the Percentage Limit or the Share
Limit (and no conversion limit shall apply) before the Third  Anniversary if one
of the following conditions has occurred:

(i) For any two consecutive fiscal quarters, the aggregate amount outstanding as
of the end of the quarter under (1) all mortgage indebtedness of the Corporation
and its consolidated entities and (2) unsecured  indebtedness of the Corporation
and its  consolidated  entities  for  money  borrowed  that  has not  been  made
generally  subordinate  to any  other  indebtedness  for  borrowed  money of the
Corporation or any  consolidated  entity exceeds sixty five percent (65%) of the
amount arrived at by (A) taking the  Corporation's  consolidated  gross revenues
less  property-related   expenses,   including  real  estate  taxes,  insurance,
maintenance  and  utilities,   but  excluding  depreciation,   amortization  and
corporate general and administrative  expenses,  for the quarter in question and
the immediately preceding quarter, (B) multiplying the amount in clause A by two
(2),  and (C) dividing  the  resulting  product in clause B by nine percent (9%)
(all as such items of  indebtedness,  revenues  and  expenses  are  reported  in
consolidated  financial statements contained in the Corporation's Form 10-Ks and
Form 10-Qs as filed with the Securities and Exchange Commission); or

(ii) In the event that (1) Martin E.  Stein,  Jr. has ceased to be an  executive
officer of the  Corporation,  or (2) Bruce M. Johnson and any one of (a) Richard
E. Cook, (b) Robert C. Gillander, Jr. or (c) James D. Thompson have ceased to be
executive officers of the Corporation,  or (3) all of Richard E. Cook, Robert C.
Gillander,  Jr., and James. D. Thompson have ceased to be executive  officers of
the Corporation; or

(iii) If (A) the  Corporation  shall be party to,  or shall  have  announced  or
entered into an agreement for, any transaction (including, without limitation, a
merger, consolidation,  statutory share exchange or sale of all or substantially
all of  its  assets  (each  of the  foregoing  being  referred  to  herein  as a

<PAGE>
"Transaction")),  in each case as a result of which shares of Common Stock shall
have been or will be converted  into the right to receive  stock,  securities or
other property (including cash or any combination thereof) or which has resulted
or  will  result  in the  holders  of  Common  Stock  immediately  prior  to the
Transaction  owning less than 50% of the Common Stock after the Transaction,  or
(B) a "change of control" as defined in the next sentence occurs with respect to
the  Corporation.  A change of control shall mean the acquisition  (including by
virtue  of a  merger,  share  exchange  or other  business  combination)  by one
stockholder or a group of stockholders acting in concert of the power to elect a
majority of the Corporation's board of directors. The Corporation shall notify
the holder of Class B Common  Stock  promptly  if any of the events  listed in
this  Section 0 shall occur.

         Calculations  set forth in  Section 0 shall be made  without  regard to
unconsolidated  indebtedness incurred as a joint venture partner, and the effect
of  any   unconsolidated   joint   venture,   including  any  income  from  such
unconsolidated joint venture,  shall be excluded for purposes of the calculation
set forth in Section 0.

(b) Procedure for Conversion. In order to convert shares of Class B Common Stock
into  Common  Stock,  the holder  thereof  shall  surrender  the  certificate(s)
therefor,  duly endorsed if the Corporation shall so require,  or accompanied by
appropriate  instruments of transfer  satisfactory  to the  Corporation,  at the
office of any  transfer  agent for the Class B Common  Stock,  or if there is no
such transfer agent,  at the principal  offices of the  Corporation,  or at such
other office as may be  designated  by the  Corporation,  together  with written
notice that such holder irrevocably  elects to convert such shares.  Such notice
shall also state the name(s)  and  address(es)  in which such holder  wishes the
certificate(s)  for the shares of Common Stock  issuable  upon  conversion to be
issued.  As soon as  practicable  thereafter,  the  Corporation  shall issue and
deliver at said office a certificate or certificates for the number of shares of
Common Stock issuable upon conversion of the shares of Class B Common Stock duly
surrendered  for  conversion,  to the  person(s)  entitled  to receive the same.
Shares  of  Class  B  Common  Stock  shall  be  deemed  to have  been  converted
immediately prior to the close of business on the date on which the certificates
therefor  and notice of election  to convert  the same are duly  received by the
Corporation  in  accordance  with the  foregoing  provisions,  and the person(s)
entitled to receive the Common  Stock  issuable  upon such  conversion  shall be
deemed for all purposes as record holder(s) of such Common Stock as of the close
of business on such date.

(c) No Fractional  Shares.  No fractional shares shall be issued upon conversion
of the Class B Common  Stock  into  Common  Stock,  and the  number of shares of
Common Stock to be issued shall be rounded to the nearest  whole share.  Whether
or not fractional  shares are issuable upon such conversion  shall be determined
on the basis of the total number of shares of Class B Common Stock the holder is
at the time  converting  into  Common  Stock and the  number of shares of Common
Stock issuable upon such aggregate conversion.

(d) Payment of Adjusted Accrued Dividends Upon Conversion.  On the next dividend
payment date (or such later date as is permitted in this Section 0 following any
conversion  hereunder,  the  Corporation  shall  pay in  cash  Adjusted  Accrued
Dividends (as defined below) on shares of Class B Common Stock so converted. The
holder shall be entitled to receive accrued and unpaid dividends  accrued to and
including the  conversion  date on the shares of Class B Common Stock  converted
(assuming  that such  dividends  accrue  ratably  each day that such  shares are
outstanding),  less  an  amount  equal  to  the  pre-conversion  portion  of the
dividends  paid on the shares of Common  Stock issued upon such  conversion  the
record  date for  which  such  Common  Stock  dividend  occurs  on or after  the
conversion  date but before the three-month  anniversary  date of the conversion
date (the "Subsequent Record Date").  The pre-conversion  portion of such Common
Stock  dividend  means that portion of such dividend as is  attributable  to the
period  ending on the  conversion  date,  assuming  that such  dividend  accrues
ratably during the period that (i) begins on the day after the last Common Stock
dividend record date occurring before such Subsequent  Record Date and (ii) ends
on such Subsequent Record Date. The term "Adjusted Accrued  Dividends" means the
amount  arrived at through the  application of the foregoing  formula.  Adjusted
Accrued  Dividends shall not be less than zero. The formula for Adjusted Accrued
Dividends  shall be applied to  effectuate  the  Corporation's  intent  that the
holder  converting  shares  of Class B Common  Stock to  Common  Stock  shall be
entitled to receive  dividends  on such shares of Class B Common Stock up to and
including  the  conversion  date and shall be entitled to the  dividends  on the
shares of Common  Stock issued upon such  conversion  which are deemed to accrue
beginning on the first day after the conversion  date, but shall not be entitled
to  dividends  attributable  to the same  period  for both the shares of Class B
Common  Stock  converted  and the  shares  of  Common  Stock  issued  upon  such
conversion.  The  Corporation  shall be  entitled  to  withhold  (to the  extent
consistent with the intent to avoid double dividends for overlapping portions of
Class B Common Stock and Common Stock dividend  periods) the payment of Adjusted
Accrued  Dividends  until the Common  Stock  dividend  declaration  date for the
applicable  Subsequent  Record  Date,  even though  such date  occurs  after the
applicable  dividend  payment date with respect to the Class B Common Stock,  in
which  event the  Corporation  shall mail to each holder who  converted  Class B
Common Stock a check for the Adjusted Accrued  Dividends thereon within five (5)
business  days after such  Common  Stock  dividend  declaration  date.  Adjusted
Accrued  Dividends  shall be  accompanied by an explanation of how such Adjusted
Accrued  Dividends have been calculated.  Adjusted  Accrued  Dividends shall not
bear interest.

<PAGE>

                  4.       Adjustments.

(a) In the event the Corporation  shall at any time (i) pay a dividend or make a
distribution  to  holders  of  Common  Stock in shares  of  Common  Stock,  (ii)
subdivide its outstanding shares of Common Stock into a larger number of shares,
or (iii) combine its outstanding shares of Common Stock into a smaller number of
shares,  the  Conversion  Ratio and the Share  Limit  shall be  adjusted  on the
effective  date of the dividend,  distribution,  subdivision  or  combination by
multiplying  the  Conversion  Ratio or the Share Limit (as the case may be) by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  prior to such dividend,  distribution,  subdivision or
combination and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such dividend, distribution,  subdivision or
combination.

(b)  Whenever  the  Conversion  Ratio and the Share  Limit  shall be adjusted as
herein provided,  the Corporation  shall cause to be mailed by first class mail,
postage  prepaid,  as soon as  practicable to each holder of record of shares of
Class B Common Stock a notice  stating that the  Conversion  Ratio and the Share
Limit has been adjusted and setting forth the adjusted  Conversion Ratio and the
Share Limit, together with an explanation of the calculation of the same.

(c) If the  Corporation  shall  be party to any  Transaction  in each  case as a
result of which  shares of Common  Stock  shall be  converted  into the right to
receive stock,  securities or other property  (including cash or any combination
thereof), the holder of each share of Class B Common Stock shall have the right,
after  such  Transaction  to  convert  such  share  pursuant  to the  conversion
provisions  hereof,  into  the  number  and  kind of  shares  of  stock or other
securities and the amount and kind of property  receivable upon such Transaction
by a holder of the number of shares of Common Stock issuable upon  conversion of
such share of Class B Common Stock immediately  prior to such  Transaction.  The
Corporation  shall  not be party to any  Transaction  unless  the  terms of such
Transaction  are consistent  with the provisions of this Section 0, and it shall
not  consent  to or  agree  to the  occurrence  of  any  Transaction  until  the
Corporation  has entered into an  agreement  with the  successor  or  purchasing
entity, as the case may be, for the benefit of the holders of the Class B Common
Stock,  thereby  enabling the holders of the Class B Common Stock to receive the
benefits  of this  Section  0 and the  other  provisions  of these  Articles  of
Amendment. Without limiting the generality of the foregoing,  provision shall be
made for adjustments in the Conversion Ratio which shall be as nearly equivalent
as may be  practicable  to the  adjustments  provided  for  in  Section  0.  The
provisions of this Section 0 shall similarly  apply to successive  Transactions.
In the event that the Corporation  shall propose to effect any Transaction which
would result in an adjustment under Section 0, the Corporation shall cause to be
mailed to the  holders of record of Class B Common  Stock at least 20 days prior
to the applicable date hereinafter  specified a notice stating the date on which
such Transaction is expected to become effective, and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such Transaction.  Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such Transaction.

                  5.       Other.

(a) The  Corporation  shall at all times  reserve and keep  available out of its
authorized  but  unissued  Common  Stock the maximum  number of shares of Common
Stock  issuable  upon the  conversion of all shares of Class B Common Stock then
outstanding and if, at any time, the number of authorized but unissued shares of
Common  Stock  shall not be  sufficient  to effect  the  conversion  of all then
outstanding  shares of the  Class B Common  Stock,  in  addition  to such  other
remedies as shall be available to the holder of such Class B Common  Stock,  the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

(b) The  Corporation  shall pay any taxes  that may be payable in respect of the
issuance of shares of Common Stock upon  conversion  of shares of Class B Common
Stock,  but the Corporation  shall not be required to pay any taxes which may be
payable  in  respect of any  transfer  of shares of Class B Common  Stock or any
transfer involved in the issuance of shares of Common Stock in a name other than
that in which the shares of Class B Common  Stock so converted  are  registered,
and the Corporation shall not be required to transfer any such shares of Class B
Common  Stock or to issue or deliver any such shares of Common  Stock unless and
until the person(s)  requesting such transfer or issuance shall have paid to the
Corporation  the  amount of any such  taxes,  or shall have  established  to the
satisfaction of the Corporation that such taxes have been paid.

(c) The Corporation  will not, by amendment of the Articles of  Incorporation or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or  performed  hereunder by the  Corporation,  but will at all times in
good faith assist in carrying  out of all the  provisions  of these  Articles of
Amendment  and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  to  protect  the  conversion  rights of the  holders of the Class B
Common Stock against impairment.

(d) Holders of Class B Common  Stock shall be entitled to receive  copies of all
communications  by the Corporation to its holders of Common Stock,  concurrently
with the distribution to such shareholders.

<PAGE>
6. Voting  Rights.  The  holders of record of Class B Common  Stock shall not be
entitled  to vote on any matter on which the  holders of record of Common  Stock
are entitled to vote,  except where a separate  vote of the Class B Common Stock
is required by law.

7.  Reacquired  Shares.  Shares of Class B Common Stock  converted,  redeemed or
otherwise  purchased  or  acquired by the  Corporation  shall be restored to the
status of  authorized  but unissued  shares of  Non-Voting  Common Stock without
designation as to class or series.



<PAGE>




         IN WITNESS  WHEREOF,  the undersigned  Executive Vice President of this
Corporation   has  executed  these  Articles  of  Amendment  this  20th  day  of
December, 1995.


                              /s/ Bruce M. Johnson

                              Bruce M. Johnson Executive Vice President







<TABLE> <S> <C>

<ARTICLE>  5                                                                 
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM REGENCY
REALTY CORPORATION'S QUARTERLY REPORT FOR THE PERIOD ENDED
MARCH 31,1996
</LEGEND>
<MULTIPLIER>1
       
<S>                  <C>
<PERIOD-TYPE>       3-MOS
<FISCAL-YEAR-END>             DEC-31-1996
<PERIOD-END>                  MAR-31-1996
<CASH>                                                                5,393,306
<SECURITIES>                                                                  0
<RECEIVABLES>                                                         2,075,686
<ALLOWANCES>                                                            451,945
<INVENTORY>                                                                   0
<CURRENT-ASSETS>                                                              0
<PP&E>                                                              289,634,226
<DEPRECIATION>                                                      (20,267,810)
<TOTAL-ASSETS>                                                      280,839,455
<CURRENT-LIABILITIES>                                                         0
<BONDS>                                                                       0
<PREFERRED-MANDATORY>                                                         0
<PREFERRED>                                                           1,916,268
<COMMON>                                                                 68,441
<OTHER-SE>                                                          145,570,891
<TOTAL-LIABILITY-AND-EQUITY>                                        280,839,455
<SALES>                                                                       0
<TOTAL-REVENUES>                                                     10,501,738
<CGS>                                                                         0
<TOTAL-COSTS>                                                         2,622,600
<OTHER-EXPENSES>                                                      1,884,451
<LOSS-PROVISION>                                                              0
<INTEREST-EXPENSE>                                                    2,128,088
<INCOME-PRETAX>                                                       2,575,729
<INCOME-TAX>                                                                  0
<INCOME-CONTINUING>                                                   2,575,729
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                          2,575,729
<EPS-PRIMARY>                                                              0.26
<EPS-DILUTED>                                                              0.26
        


</TABLE>