INLAND RETAIL REAL ESTATE TRUST INC
424B1, 1999-06-10
REAL ESTATE INVESTMENT TRUSTS
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                     Inland Retail Real Estate Trust, Inc.
                              Sticker Supplement

  This Sticker Supplement No. 2 dated June 10, 1999 to our Prospectus dated
February 11, 1999 summarizes Supplement No. 2 which updates information in the
"Real Property Investments," "Management," "Investment Objectives and Policies"
and "Plan of Distribution" sections of our Prospectus. Supplement No. 2 expands
upon, supplements, modifies and supersedes certain information contained in the
Prospectus and Supplement No. 1 dated May 10, 1999 and must be read in
conjunction therewith.  Any word that is capitalized in this Sticker Supplement
but not defined has the same meaning as in our Prospectus.

                           Real Property Investments

Merchants Square, Zephyrhills, Florida

  On June 4, 1999, we purchased Merchants Square by acquiring the interests of
the Merchants Square Affiliated Partners in the Merchants Square Property
Partnership for $5,742,042, being the then total Affiliates' Acquisition Cost.

                      Investment Objectives and Policies

Distributions

  We have decided to increase distributions from a rate of $.70 per share per
annum to a rate of $.73 per share per annum, effective July 1, 1999, beginning
with the distribution to be paid August 7, 1999.

                             Plan of Distribution

  As of June 8, 1999, we had sold 997,889 shares resulting in net proceeds of
$9,978,890.  Inland Securities Corporation, an affiliate of our Advisor, serves
as dealer manager of this Offering and is entitled to receive selling
commissions and certain other fees, as discussed further in our Prospectus.  As
of June 8, 1999, we have incurred $947,995 of commissions and fees payable to
Inland Securities Corporation.  We also pay an affiliate of our Advisor fees to
manage and lease our properties.  As of May 31, 1999, we have incurred and paid
property management fees of $6,890.  Our Advisor may also receive an annual
asset management fee of not more than 1% of our average invested assets, paid
quarterly.  As of the end of preceding quarter, March 31, 1999, we had not paid
or incurred any asset management fees.  We may pay expenses associated with
property acquisitions of up to .5% of the money that we raise in this Offering
but in no event will we pay acquisition expenses on any individual property
that exceeds 6% of its purchase price.  Acquisition expenses totaling $142,042
are included in the Affiliates' Acquisition Cost paid for Merchants Square.



                               SUPPLEMENT NO. 2
                              DATED JUNE 10, 1999
                   TO THE PROSPECTUS DATED FEBRUARY 11, 1999
                   OF INLAND RETAIL REAL ESTATE TRUST, INC.

We are providing this Supplement No. 2 to you in order to supplement our
Prospectus.  This Supplement No. 2 updates information in the "Real Property
Investments," "Management," "Investment Objectives and Policies" and "Plan of
Distribution" sections of our Prospectus.  This Supplement No. 2 expands upon,
supplements, modifies and supersedes certain information contained in the
Prospectus and Supplement No. 1 dated May 10, 1999 and must be read in
conjunction therewith.  Any word that is capitalized in this Supplement but not
defined has the same meaning as in our Prospectus.

                           Real Property Investments

Merchants Square, Zephyrhills, Florida

On June 4, 1999, we purchased Merchants Square by acquiring the interests of
the Merchants Square Affiliated Partners in the Merchants Square Property
Partnership.  This shopping center is located at the intersection of U.S. 301
North and Pretty Pond Road in Zephyrhills, Florida and is described in detail
in our Prospectus.  We purchased Merchants Square for $5,742,042, which
represents the total Affiliates' Acquisition Cost as of June 4, 1999.   This
price represents approximately $76.72 per square foot of leasable space.  A
total of $1,496,500 was paid to the Merchants Square Affiliated Partners, since
the outstanding balance of the first mortgage loan and certain prorations were
credited against the purchase price.

                                  Management

Directors and Executive Officers of the Company

Due to unexpected requirements on her time, Kelly Tucek has resigned as our
Treasurer and Chief Financial Officer.  Barry Lazarus, our President, Chief
Operating Officer and Affiliated Director, has been elected by our Board of
Directors to the additional offices of Treasurer and Chief Financial Officer.

                      Investment Objectives and Policies
Distributions

We have decided to increase the Distribution level from $.70 per share per
annum to $.73 per share per annum, effective July 1, 1999, beginning with the
distribution to be paid August 7, 1999.

                             Plan of Distribution

As of June 8, 1999, we had sold 997,889 shares resulting in net proceeds of
$9,978,890.  Inland Securities Corporation, an affiliate of our Advisor, serves
as dealer manager of this Offering and is entitled to receive selling
commissions and certain other fees, as discussed further in our Prospectus.  As
of June 8, 1999, we have incurred $947,995 of commissions and fees payable to
Inland Securities Corporation.  We also pay an affiliate of our Advisor fees to
manage and lease our properties.  As of May 31, 1999, we have incurred and paid
property management fees of $6,890.  Our Advisor may also receive an annual
asset management fee of not more than 1% of our average invested assets, paid
quarterly.  As of the end of preceding quarter, March 31, 1999, we had not paid
or incurred any asset management fees.  We may pay expenses associated with
property acquisitions of up to .5% of the money that we raise in this Offering
but in no event will we pay acquisition expenses on any individual property
that exceeds 6% of its purchase price.  Acquisition expenses totaling $142,042
are included in the Affiliates' Acquisition Cost for Merchants Square.


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