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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH BRIAN M

(Last)

(First)

(Middle)

915 WILSHIRE BLVD.

SUITE 2200

(Street)

LOS ANGELES

90017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENCY CENTERS CORP [ REG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/12/2006		A		23,638⁽¹⁾	A	$0	114,648	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents restricted stock awards issued under the company's Long-Term Omnibus Plan. The shares will vest in four equal annual installments beginning on the first anniversary of the date of award.

	/s/ Foley & Lardner LLP, Attorney-in-Fact for Brian M. Smith; By: Linda Y. Kelso	01/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY

                Know all by these presents, that, for good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
undersigned hereby constitutes and appoints Foley & Lardner LLP, the
undersigned's true and lawful attorney-in-fact to:

                (1)     execute for and on behalf of the undersigned (in
        accordance with Section 16(a) of the Securities Exchange Act of 1934, as
        amended, and the rules thereunder (the "Exchange Act")), in the
        undersigned's capacity as an officer and/or director of the Company, any
        and all Forms 3, 4 and/or 5, and any amendments thereto, that are
        necessary or advisable for the undersigned to file under Section 16(a)
        (collectively, "Documents");

                (2)     do and perform any and all acts for and on behalf of the
        undersigned that may be necessary or desirable to complete and execute
        any such Documents and timely file such Documents with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

                (3)     take any other action of any type whatsoever in
        connection with the foregoing which, in the opinion of such attorney-in-
        fact, may be of benefit to, in the best interest of, or legally required
        by, the undersigned, it being understood that the documents executed by
        such attorney-in-fact on behalf of the undersigned pursuant to this
        Power of Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

                The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that such
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is such attorney-in-fact's substitute or substitutes
assuming, any of the undersigned's responsibilities to comply with the Exchange
Act. The undersigned agrees to defend and hold harmless such attorney-in-fact
(and such attorney-in-fact's substitute or substitutes) from and against any and
all loss, damage or liability that such attorney-in-fact may sustain as a result
of any action taken in good faith hereunder.

                This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Documents with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact. This Power of Attorney shall be construed
under the laws of the state of Florida, without regard to conflict of law
principles.

                IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 21st day of September, 2005.


                                        /s/ Brian M. Smith
                                        ----------------------------------------
                                        Brian M. Smith