________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                               AMENDMENT NO. 4 TO
                                   SCHEDULE TO

                             TENDER OFFER STATEMENT
                       UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                ----------------

                           REGENCY CENTERS CORPORATION
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

                        Options to Purchase Common Stock,
                            par value $0.01 per share
                         (Title of Class of Securities)

                                    758849103
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)

                              J. Christian Leavitt
                              Senior Vice President
                           Regency Centers Corporation
                       121 West Forsyth Street, Suite 200
                           Jacksonville, Florida 32202
                            Telephone: (904) 598-7000
                  (Name, address and telephone number of person
                        authorized to receive notices and
                   communications on behalf of filing persons)
                               -------------------

                                    Copy to:
                                 Linda Y. Kelso
                               Foley & Lardner LLP
                        One Independent Drive, Suite 1300
                           Jacksonville, Florida 32202
                            Telephone: (904) 359-2000
                            -------------------------

                            Calculation of Filing Fee

--------------------------------------------------------------------------------
      Transaction Value Amount*                     Amount of Filing Fee
--------------------------------------------------------------------------------
           $6,763,641                                     $856.95
--------------------------------------------------------------------------------

     *Calculated solely for purposes of determining the filing fee. This amount
assumes that the reload right feature on options to purchase 1,623,219 shares of
common Stock of Regency Centers Corporation having an aggregate value of
approximately $6,763,641 will be exchanged pursuant to this offer. The aggregate
value of such reload rights were calculated using a binomial option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $126.70 per each $1.0
million of the value of the transaction.

[X]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offering fee was previously paid.
     Identify the previous filing by registration statement number, or the form
     or schedule and the date of its filing.

     Amount Previously Paid:        $856.95
     Form or Registration No.:      Schedule TO
     Filing Party:                  Regency Centers Corporation
     Date Filed:                    December 10, 2004


[_]  Check box if the filing relates solely to preliminary communications made
     before the commencement of a tender offer.

     Check the appropriate boxes to designate any transactions to which the
statement relates:

[_]  third party tender offer subject to Rule 14d-1.

[X]  issuer tender offer subject to Rule 13e-4.

[_]  going-private transaction subject to Rule 13e-3.

[_]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:     [_]

________________________________________________________________________________




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      This Amendment No. 4 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 10, 2004, as
amended by Amendment No. 1 filed on January 5, 2005, Amendment No. 2 filed on
January 6, 2005 and Amendment No. 3 filed on January 10, 2005, by Regency
Centers Corporation, a Florida corporation ("Regency"), relating to an offer by
Regency to its current employees to exchange (the "Offer to Exchange") the
reload feature on their unexercised options (the "Reload Rights") to purchase
Regency common stock (the "Common Stock") (whether vested or unvested) that were
issued under Regency's Long Term Omnibus Plan, as amended (the "Omnibus Plan"),
for either (1) newly issued options to purchase Common Stock pursuant to the
Omnibus Plan (the "New Options") or (2) a newly issued stock rights award issued
pursuant to the Omnibus Plan (the "Stock Rights Awards") that will represent the
right to receive shares of Common Stock upon vesting, upon the terms and subject
to the conditions set forth in the Offer to Exchange, the related individualized
spreadsheet and election forms previously filed as an exhibit to the Schedule TO
as Exhibits (a)(2), (a)(3) and (a)(4). Except as amended hereby, all of the
terms of the offer and all disclosures set forth in the Schedule TO and the
Offer to Exchange remain unchanged.

      This Amendment No. 4 reports the results of the offer.

      Item 4. Terms of the Transaction.

      Item 4(a) of the Tender Offer Statement is hereby amended to add the
following:

      The Offer to Exchange expired at 5:00 p.m., Eastern Time in the United
States, on January 14, 2005.

      Of the fifty (50) option holders eligible to participate at the
commencement of the Offer to Exchange, forty-eight (48) option holders elected
to participate. In exchange for 1,559,532 reload rights, Regency granted 771,645
New Options and Stock Rights Awards representing the right to receive 7,905
shares of Common Stock upon vesting.

      The grants of New Options and Stock Rights Awards were effective as of
January 17, 2005.

      This Amendment No. 4 to the Schedule TO is filed in satisfaction of the
reporting requirements of Rule 13e-(4)(c)(3) promulgated under the Securities
Exchange Act of 1934, as amended.




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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 4 to Schedule TO is true,
correct and complete.

                                        REGENCY CENTERS CORPORATION

                                        By:    /s/ J. Christian Leavitt
                                           -------------------------------------
                                               J. Christian Leavitt
                                               Senior Vice President

Date:  January 21, 2005




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