SECURITIES AND EXCHANGE COMMISSION UNITED STATES Washington, DC 20549 FORM 8-K/A-3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 1997 REGENCY REALTY CORPORATION (Exact name of registrant as specified in its charter) Florida 1-12298 59-3191743 (State or other jurisdiction Commission (IRS Employer of incorporation) File Number) Identification No.) 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (904)-356-7000 Not Applicable (Former name or former address, if changed since last report)ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS C. Exhibits The following exhibit is filed with this report on Form 8-K. (a) Consent of Price Waterhouse LLP dated July 8, 1997. 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 Date: July 10, 1997 By: /s/ J. CHRISTIAN LEAVITT ------------------------- J. Christian Leavitt Treasurer and Secretary CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 333-2546) of Regency Realty Corporation of our report dated March 7, 1997 relating to the financial statements of Branch Properties, L.P., which appears in the Current Report on Form 8-K/A-2 of Regency Realty Corporation dated March 7, 1997 (filed on May 12, 1997). We also consent to the reference to us under the heading "Experts" in such Registration Statement. Price Waterhouse LLP Atlanta, Georgia July 8, 1997