INLANDS MONTHLY INCOME FUND L P, 10-K, 1999-03-29

INLANDS MONTHLY INCOME FUND L P
10-K, 1999-03-29
REAL ESTATE INVESTMENT TRUSTS

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

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For The Fiscal Year Ended December 31, 1998

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Commission file #0-16790

Inland's Monthly Income Fund, L.P.
(Exact name of registrant as specified in its charter)

Delaware 36-3525989
(State of organization) (I.R.S. Employer Identification Number)

2901 Butterfield Road, Oak Brook, Illinois 60523
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code: 630-218-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on which registered:
None None

Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP UNITS
(Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable.

The Prospectus of the Registrant dated August 3, 1987 as supplemented and filed
pursuant to Rule 424(b) and 424(c) under the Securities Act of 1933 is
incorporated by reference in Parts I, II and III of this Annual Report on Form
10-K.

-1-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

TABLE OF CONTENTS

Part I
------
Page
----
Item 1. Business...................................................... 3

Item 2. Properties.................................................... 5

Item 3. Legal Proceedings............................................. 8

Item 4. Submission of Matters to a Vote of Security Holders........... 8

Part II
-------
Item 5. Market for the Partnership's Limited Partnership Units and
Related Security Holder Matters............................... 8

Item 6. Selected Financial Data....................................... 9

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10

Item 8. Financial Statements and Supplementary Data................... 15

Item 9. Changes in and Disagreements with Independent Auditors on
Accounting and Financial Disclosure........................... 34

Part III
--------
Item 10. Directors and Executive Officers of the Registrant............ 34

Item 11. Executive Compensation ....................................... 39

Item 12. Security Ownership of Certain Beneficial
Owners and Management......................................... 40

Item 13. Certain Relationships and Related Transactions................ 40

Part IV
-------
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K........................................... 41

SIGNATURES.............................................................. 42

-2-

PART I

Item 1. Business

The Registrant, Inland's Monthly Income Fund, L.P. (the "Partnership"), was
formed on March 26, 1987 pursuant to the Delaware Revised Uniform Limited
Partnership Act, to invest in improved residential, retail, industrial and
other income producing properties. On August 3, 1987, the Partnership
commenced an Offering of 50,000 (subject to an increase up to 60,000) Limited
Partnership Units ("Units") pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933. The Offering terminated on August 3, 1988,
with total sales of 59,999 Units at $500 per Unit, resulting in gross offering
proceeds of $29,999,500, not including the General Partner's contribution of
$500. All of the holders of these Units were admitted to the Partnership.
Inland Real Estate Investment Corporation is the General Partner. The
Partnership acquired seven properties utilizing $25,831,542 of capital proceeds
collected. The Limited Partners of the Partnership share in the benefits of
ownership of the Partnership's real property investments in proportion to the
number of Units held. The Partnership repurchased 713 Units for $356,676 from
various Limited Partners through the Unit Repurchase Program. There are no
funds remaining for the repurchase of Units through this program.

The Partnership is engaged in the business of real estate investment which
management considers to be a single operating segment. A presentation of
information about operating segments would not be material to an understanding
of the Partnership's business taken as a whole.

The Partnership acquired fee ownership of the following real property
investments:

Property and Location Square Feet Date of Purchase
- --------------------------- ------------------ -------------------
McHenry Plaza (b) 56,643 10/19/87
Shopping Center
McHenry, Illinois

Douglas Nursing Home 65,661 01/13/88
Living and Retirement Center
Mattoon, Illinois

Hillside Nursing Home (c) 21,565 01/29/88
Living Center (1 of 3 adj. lots
Yorkville, Illinois sold 09/12/97)

Scandinavian Health Spa, Inc. 26,040 04/20/88
Health and Tennis Club
Westlake, Ohio

Schaumburg Terrace (c) 186,720 06/24/88
Condominiums Complex (228 Units) (sold during
Schaumburg, Illinois 1994 & 1995)

Wal-Mart - Duncan 68,907 08/05/88
Department Store
Duncan, Oklahoma

Wal-Mart - Rantoul (b) 65,930 08/05/88
Department Store
Rantoul, Illinois

-3-

(a) Reference is made to Note 4 of the Notes to Financial Statements (Item 8 of
this Annual Report) for additional descriptions of the Partnership's real
property investments.

(b) Reference is made to Notes 4 and 8 of the Notes to Financial Statements
(Item 8 of this Annual Report) for the current outstanding principal
balance and a description of the long-term mortgage indebtedness.

(c) Reference is made to Note 5 of the Notes to Financial Statements (Item 8 of
this Annual Report) for a description of the sale of Partnership's
investment property.

The Partnership's real property investments are subject to competition from
similar types of properties in the vicinity in which each is located.
Approximate occupancy levels for the properties are set forth on a year-end
basis in the table in Item 2 below to which reference is hereby made. The
Partnership's real property investments are located in Illinois, Ohio and
Oklahoma. The Partnership has no real property investments located outside the
United States. The Partnership does not segregate revenues or assets by
geographic region, and such a presentation would not be material to an
understanding of the Partnership's business taken as a whole.

The Partnership currently has significant net operating leases with Elite Care
Corporation ("Elite") for the Douglas Nursing Home and the Hillside Nursing
Home, Scandinavian Health Spa, Inc. for the Scandinavian Health Club and Wal-
Mart Stores, Inc. for the Rantoul and Duncan Wal-Marts. Revenues from these
leases represent approximately 28%, 13% and 18%, respectively, of the
Partnership's income for the year ended December 31, 1998, approximately 29%,
13% and 18%, respectively, of the Partnership's income for the year ended
December 31, 1997 and approximately 28%, 13% and 18%, respectively, of the
Partnership's income for the year ended December 31, 1996.

The Partnership has utilized its proceeds for investment to acquire properties.
The leases at certain of the Partnership's properties entitle the Partnership
to participate in gross receipts of lessees above fixed minimum amounts. The
Partnership's receipt of such amounts will depend in part on the ability of
those lessees to compete with similar businesses in their respective
vicinities.

The Partnership also competes with many other entities engaged in real estate
investment activities in the disposition of property. The ability to locate
purchasers for the properties will depend primarily on the operations of the
properties and the desirability of the locations of the operating properties.

The Partnership had no employees during 1998.

The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set forth in Item 11 below and Note 3 of the
Notes to Financial Statements (Item 8 of this Annual Report) to which reference
is hereby made for a description of such terms and transactions.

-4-

Item 2. Properties

The Partnership owns directly the properties referred to under Item 1 above and
in Note 4 of the Notes to Financial Statements (Item 8 of this Annual Report)
to which reference is hereby made for a description of said properties.

The following is a list of approximate occupancy levels for the Partnership's
investment properties as of the end of each of the last five years. N/A
indicates the property was not owned at the end of the year.

1998 1997 1996 1995 1994
---- ---- ---- ---- ----
McHenry Plaza 79% 68% 69% 86% 84%
McHenry, Illinois

Douglas Nursing Home 100% 100% 100% 100% 100%
Mattoon, Illinois

Hillside Nursing Home 100% 100% 100% 100% 100%
Yorkville, Illinois

Scandinavian Health 100% 100% 100% 100% 100%
Westlake, Ohio

Schaumburg Terrace N/A N/A N/A N/A 88%*
Schaumburg, Illinois

Wal-Mart - Duncan 100% 100% 100% 100% 100%
Duncan, Oklahoma

Wal-Mart - Rantoul 100% 100% 100% 100% 100%
Rantoul, Illinois

* Represents occupancy of the remaining condominium units owned by the
Partnership at the end of the year.

The following is a list of average effective annual rents per square foot for
the Partnership's investment properties for each of the last five years:

1998 1997 1996 1995 1994
---- ---- ---- ---- ----
McHenry Plaza $ 6.90 5.40 5.22 6.21 7.06
McHenry, Illinois

Douglas Nursing Home 6.79 6.46 6.46 6.46 6.46
Mattoon, Illinois

Hillside Nursing Home 18.50 17.59 17.59 17.59 17.59
Yorkville, Illinois

Scandinavian Health 13.79 13.79 13.79 13.79 12.54
Westlake, Ohio

Wal-Mart - Duncan 3.83 3.90 3.90 3.90 3.90
Duncan, Oklahoma

Wal-Mart - Rantoul 3.49 3.57 3.57 3.57 3.57
Rantoul, Illinois

-5-

<TABLE>

The following tables set forth certain information with respect to the amount and expiration of leases for the
Partnership's investment properties:
<CAPTION>

Square
Feet Renewal Current Rent Per
Lessee Leased Lease Ends Options Annual Rent Square Foot
------ -------- -------------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Scandinavian Health Spa
Scandinavian Health
Spa, Inc. 26,040 12/2004 2/5 years $359,094 $13.79

Douglas Living Center
Elite 65,661 1/2001 1/10 years 446,082 6.79

Hillside Living Center
Elite 21,565 1/2001 1/10 years 399,052 18.50

Duncan Walmart
Wal-mart Stores, Inc. 68,907 1/2014 5/5 years 263,707 3.83

Rantoul Walmart
Wal-mart Stores, Inc. 65,930 1/2014 5/5 years 230,012 3.49

McHenry Plaza
Walgreens 14,682 04/2030 None 136,353 9.29
Spot Amusements, Inc. 8,269 5/1999 None 46,108 5.58
Northern Federal Bank 3,420 3/2001 1/5 years 47,520 13.89
Northern Federal Bank 425 3/2001 1/5 years 27,500 64.71
Don Robert Beauty School 3,000 9/1999 None 33,248 11.08
Merit Medical 4,344 Monthly None 15,204 3.50
Tacos El Norte 1,252 4/2000 None 12,938 10.33
Race World 7,552 1/2000 None 45,312 6.00
Dinh Vo 1,750 3/2001 1/2 years 14,868 8.50
Vacant 11,949

-6-

Approx. Annual Annual Base % of Total % of Annual
Number Gross Leasable Base Total Rent Per GLA Base Rent
Year of Area ("GLA") of Rent of Annual Sq. Ft Under Represented Represented
Ending Leases Expiring Leases Expiring Base Expiring By Expiring By Expiring
Property Dec 31, Expiring (square feet) Leases Rent(1) Leases Leases Leases
-------- ------- --------- --------------- -------- ------- ------------ ----------- -----------
Scandinavian Health Spa
1999- - - $ - $359,094 $ - - -
2003
2004 1 26,040 359,094 359,094 13.79 100% 100%

Douglas Living Center 1999 - - - 455,714 - - -
2000 - - - 465,345 - - -
2001 1 65,661 466,148 466,148 7.10 100% 100%

Hillside Living Center 1999 - - - 407,668 - - -
2000 - - - 416,284 - - -
2001 1 21,565 417,002 417,002 19.34 100% 100%

Duncan Walmart 1999-
2008 - - - 266,440 - - -

Rantoul Walmart 1999-
2008 - - - 232,999 - - -

McHenry Plaza 1999 2 11,269 80,097 380,225 6.58 21.48% 21.07%
2000 2 8,804 61,349 304,327 6.97 15.54% 20.16%
2001 3 5,595 91,640 243,197 16.38 9.66% 37.68%
2002-
2008 - - - 136,353 - - -

(1) No assumptions have been made regarding the releasing of expired leases. It is the opinion of the General
Partner that the space will be released at market rates.

</TABLE>

-7-

Item 3. Legal Proceedings

The Partnership was not subject to any material pending legal proceedings.

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

There were no matters submitted to a vote of security holders during 1998.

PART II

Item 5. Market for the Partnership's Limited Partnership Units and Related
Security Holder Matters

As of December 31, 1998, there were 2,098 holders of Units of the Partnership.
There is no public market for Units nor is it anticipated that any public
market for Units will develop. Reference is made to Item 6 below for a
discussion of cash distributions made to the Limited Partners.

Although the Partnership had established a Unit Repurchase Program, there are
no funds remaining for the repurchase of Units through this program.

-8-

Item 6. Selected Financial Data

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

For the years ended December 31, 1998, 1997, 1996, 1995 and 1994

(not covered by Independent Auditors' Report)

1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total assets........... $22,106,568 23,610,290 24,276,313 24,905,111 24,872,124
=========== ========== ========== ========== ==========

Long-term debt, less
current portion...... $ 1,444,498 1,489,207 1,529,779 1,566,596 1,600,006
=========== ========== ========== ========== ==========

Total income........... $ 2,866,795 2,818,725 2,766,451 2,973,283 3,397,170
=========== ========== ========== ========== ==========

Net income............. $ 2,035,534 2,038,928 1,869,732 1,923,281 1,303,469
=========== ========== ========== ========== ==========
Net income per the
one General Partner
Unit................. $ - - - - -
=========== ========== ========== ========== ==========
Net income allocated per
Limited Partnership
Unit (b)............. $ 34.33 34.39 31.54 32.44 21.99
=========== ========== ========== ========== ==========
Distributions to
Limited Partners (c). $ 3,327,626 2,416,710 2,347,018 2,672,357 2,371,433
=========== ========== ========== ========== ==========

Distributions to Limited
Partners per Unit (b) $ 56.13 40.76 39.59 45.08 40.00
=========== ========== ========== ========== ==========

(a) The above selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this Annual
Report.

(b) The net income per Unit and distribution per Unit data is based upon the
weighted average number of Units outstanding of 59,285.65.

(c) This amount represents the total distribution to the Limited Partners, a
portion of which was funded by the General Partner.

-9-

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Certain statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this annual report on
Form 10-K constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. These forward-
looking statements involve known and unknown risks, uncertainties and other
factors which may cause the Partnership's actual results, performance, or
achievements to be materially different from any future results, performance,
or achievements expressed or implied by these forward-looking statements.
These factors include, among other things, competition for tenants; federal,
state, or local regulations; adverse changes in general economic or local
conditions; uninsured losses; and potential conflicts of interest between the
Partnership and its Affiliates, including the General Partner.

Liquidity and Capital Resources

On August 3, 1987, the Partnership commenced an Offering of 50,000 (increased
to 60,000) Limited Partnership Units pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933. The Offering terminated on August
3, 1988, with total sales of 59,999 Units at $500 per Unit, resulting in gross
offering proceeds of $29,999,500, not including the General Partner's
contribution of $500. All of the holders of these Units have been admitted to
the Partnership. The Partnership acquired seven properties utilizing
$25,831,542 of capital proceeds collected. During 1994 and 1995, the
Partnership sold the thirty-eight six-unit condominium buildings comprising the
Schaumburg Terrace condominium complex. Also, the Partnership sold one of the
three lots adjacent to the Hillside Living Center during September 1997. As of
December 31, 1998, cumulative distributions to Limited Partners totaled
$26,968,821, including $2,095,863 of Supplemental Capital Contributions from
the General Partner, which represents distributable cash flow from the
properties. The Partnership repurchased 713 Units for $356,676 from various
Limited Partners through the Unit Repurchase Program. There are no funds
remaining for the repurchase of Units through this program.

As of December 31, 1998, the Partnership had cash and cash equivalents of
$681,003, which includes approximately $92,300 for the payment of real estate
taxes for Douglas and Hillside Living Centers. Since December 1997, the
Partnership received prepayments on five of the thirty-seven mortgage loans
receivable on the six-unit condominium buildings comprising the Schaumburg
Terrace condominium complex. Repayment proceeds from these prepayments
totaling $1,158,884 were held in short-term investments until November 10, 1998
when the $1,000,000 return of capital was distributed to the limited partners.
The Partnership intends to use the remaining funds for distributions and for
working capital requirements.

The properties owned by the Partnership, along with the interest received on
the Schaumburg Terrace mortgage receivables, are generating sufficient cash
flow to meet the 8% annualized distributions to the Limited Partners (paid
monthly), in addition to covering all the operating expenses of the
Partnership. To the extent that the cash flow is insufficient to meet the
Partnership's needs, the Partnership may rely on Supplemental Capital
Contributions from the General Partner, advances from Affiliates of the General
Partner, other short-term financing, or may sell one or more of the properties.

-10-

As of December 31, 1998, the Partnership is in the process of refinancing the
existing $1,700,000 loan collateralized by the Rantoul Wal-Mart during the
second quarter of 1999. The replacement loan will be for approximately
$2,500,000 and will be collateralized by the Rantoul Wal-Mart and the Duncan
Wal-Mart. The replacement loan will bear an interest rate of 190 basis points
over the five year Treasury Rate which will be locked the day of closing. Such
interest rate currently approximates 7% versus the existing 9.75% interest rate
on the existing loan. The replacement loan will require monthly interest only
payments and will mature five years from loan inception.

Results of Operations

As of December 31, 1998, the Partnership owns six operating properties. Five
of these properties were leased on a "triple-net" basis which means that all
expenses of the property are passed through to the tenant. The Partnership
also owns a shopping center, McHenry Plaza. The leases of the shopping center
provide that the Partnership be responsible for maintenance of the structure
and the parking lot and the tenants are required to reimburse the Partnership
for portions of insurance, real estate taxes and common area maintenance.
During 1994 and 1995, the Partnership sold the thirty-eight six-unit
condominium buildings comprising the Schaumburg Terrace condominium complex.
Also, the Partnership sold one of the three lots adjacent to the Hillside
Living Center during September 1997.

The gain on the sale of investment property recorded for the years ended
December 31, 1998, 1997 and 1996 is the result of deferred gain from the
Schaumburg Terrace condominium sales being recognized as cash is received on
the related financing extended by the Partnership to the individual purchasers.
Additionally, for the year ended December 31, 1997, the Partnership sold one of
three lots (.344 acres) adjacent to the Hillside Living Center resulting in a
gain of $14,805. Reference is made to Note 3 of the Notes to Financial
Statements (Item 8 of this Annual Report) for a description of the sale of
Partnership's investment property.

Rental income for the Partnership increased for the year ended December 31,
1998, as compared to the years ended December 31, 1997 and 1996, due to the
occupancy increase at McHenry Shopping Plaza. As of December 31, 1998,
approximately 11,949 square feet representing 21% of the total space at the
center remains to be leased. The General Partner continues to pursue
additional leases for this remaining space.

Interest income decreased for the year ended December 31, 1998, as compared to
the years ended December 31, 1997 and 1996, due to the following reason.
Interest income on third party mortgages decreased as prepayments on five of
the thirty-seven mortgage loans receivable has been received since December of
1997 with proceeds totaling $1,158,884. The decrease in third party mortgage
interest income has been partially offset by an increase in investment income
due to holding the prepayment proceeds until November 10, 1998 when the
$1,000,000 return of capital was distributed to the limited partners. Interest
income increased for the year ended December 31, 1997, as compared to the year
ended December 31, 1996, due to an increase in interest rates on short term
investments and an increase in cash available to be used for short term
investments.

Professional services to Affiliates decreased for the year ended December 31,
1998, as compared to the years ended December 31, 1997 and 1996, due to a
decrease in legal and accounting services paid to Affiliates.

-11-

General and administrative expenses to Affiliates increased for the year ended
December 31, 1998, as compared to the year ended December 31, 1997, due to an
increase in investor services. General and administrative expenses to
Affiliates decreased for the year ended December 31, 1997, as compared to the
year ended December 31, 1996, due to a decrease in investor services and data
processing expenses, partially offset by an increase in mortgage servicing
expenses. General and administrative expenses to non-affiliates decreased for
the year ended December 31, 1998, as compared to the year ended December 31,
1997, due to decreases in messenger and postage expenses and marketing
expenses. General and administrative expenses to non-affiliates increased for
the year ended December 31, 1997, as compared to the year ended December 31,
1996, due to increases in supplies and printing expenses.

Property operating expenses to non-affiliates decreased for the year ended
December 31, 1998, as compared to the year ended December 31, 1997, due to the
decrease in various expense items, such as repairs and maintenance, ground
maintenance, painting and decorating, and utilities, partially offset by an
increase in common area maintenance. Property operating expenses to non-
affiliates increased for the year ended December 31, 1997, as compared to the
year ended December 31, 1996, due to the increase in various expense items,
such as utilities, supplies, insurance and repair and maintenance, relating to
vacant and retenanted spaces at McHenry Plaza Shopping Center. Also, in 1996,
real estate tax reductions relating to prior years for the Schaumburg Terrace
Apartment complex were received and recorded as a reduction in property
operating expenses to non-affiliates for the year ended December 31, 1996,
producing an abnormal and non-recurring variance between 1996 and 1997.

Year 2000 Issues

GENERAL
- -------
Many computer operating systems and software applications were designed such
that the year 1999 is the maximum date that can be processed accurately. In
conducting business, the Partnership relies on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and, to a limited extent, by outside software vendors. The
Partnership has assessed its vulnerability to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.

STATE OF READINESS
- ------------------
The Partnership has identified the following three areas for "Year-2000"
compliance efforts:

Business Computer Systems: The majority of the Partnership's information
technology systems were developed internally and include accounting, lease
management, investment portfolio tracking, and tax return preparation. The
Partnership has rights to the source code for these applications and employs
programmers who are knowledgeable regarding these systems. The process of
testing these internal systems to determine year 2000 compliance is nearly
complete. The Partnership does not anticipate any material costs relating to
its business computer systems regarding year 2000 compliance since the
Partnership's critical hardware and software systems use four digits to
represent the applicable year. The Partnership does use various computers, so-
called "PC's", that may run software that may not use four digits to represent
the applicable year. The Partnership is in the process of testing the PC
hardware and software to determine year 2000 compliance, but it must be noted
that such PC's are incidental to the Partnership's critical systems. The
Partnership is considering independent testing of its critical systems.

-12-

Tenants and Suppliers: The Partnership is in the process of surveying tenants,
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's potential exposure in the event such
parties are not year 2000 compliant in a timely manner. At this time, the
Partnership is not aware of any party that is anticipating a material Year 2000
compliance issue. However, since this area involves some parties over which
the Partnership has no control, such as public utility companies, it is
difficult, at best, to judge the status of the outside companies' year 2000
compliance. The Partnership is working closely with all suppliers of goods and
services in an effort to minimize the impact of the failure of any supplier to
become year 2000 compliant by December 31, 1999. The Partnership's
investigations and assessments of possible year 2000 issues are in a
preliminary stage, and currently the Partnership is not aware of any material
impact on its business, operations or financial condition even if one or more
parties is not Year 2000 compliant in a timely manner, due to the number and
nature of the Partnership's diverse tenant base.

Non-Information Technology Systems: In the operation of its properties, the
Partnership has acquired equipment with embedded technology such as
microcontrollers, which operate heating, ventilation, and air conditioning
systems, fire alarms, security systems, telephones and other equipment
utilizing time-sensitive technology. The Partnership is in the process of
evaluating its potential exposure and costs if such non-information technology
systems are not year 2000 compliant and expects to be able to complete its
assessment during the second quarter of 1999.

YEAR 2000 RISKS
- ---------------
The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of its business computer systems would be the
inability to access information which could result in the failure to issue
financial reports. The most reasonable likely worst case scenario for the
Partnership with respect to the year 2000 non-compliance of its tenants is
failure to receive rental income which could result in the Partnership being
unable to meet cash requirements for monthly expenses. The most reasonable
likely worst case scenario for the Partnership with respect to the year 2000
non-compliance of its suppliers is the failure to supply necessary utilities;
including, but not limited to heating, as a result of a malfunctioning of non-
information technology systems in some of the Partnership's properties.

YEAR 2000 COSTS
- ---------------
The Partnership's General Partner and its Affiliates estimate that costs to
achieve year 2000 compliance will not exceed $100,000. However, only
approximately 1% of these costs will be directly allocated to and paid by the
Partnership. The balance of the year 2000 compliance costs, approximately 99%,
will be paid by the General Partner and its Affiliates. Total year 2000
compliance costs incurred through December 31, 1998 are estimated at
approximately $5,000.

-13-

CONTINGENCY PLAN
- ----------------
The Partnership is expects to be Year 2000 compliant in advance of the year
2000. The Partnership will continue to monitor its progress and state of
readiness, and is in the process of formulating a contingency plan which the
Partnership will be prepared to adopt with respect to areas in which evidence
arises that it may not become Year 2000 compliant in sufficient time. With
respect to its tenants, suppliers and other parties with whom the Partnership
conducts business, the Partnership does not yet have sufficient information to
identify the types of problems it may encounter in the event these third
parties are not Year 2000 compliant. As information is obtained that may
indicate such parties may not become Year 2000 compliant in sufficient time,
the Partnership is prepared to develop contingency plans, accordingly.

Inflation

For the Partnership's McHenry Plaza Shopping Center inflation is likely to
increase rental income from leases to new tenants and lease renewals, subject
to market conditions. Continued inflation may cause capital appreciation of
this property over time as rental rates and the replacement cost of the
property rise.

Rental income and operating expenses for those partnership properties operated
under triple-net leases are not likely to be directly affected by future
inflation, since rents are fixed under the leases and property expenses are the
responsibility of tenants. The capital appreciation of triple-net-leased
properties is likely to be influenced by interest rate fluctuations. To the
extent that inflation affects interest rates, future inflation may have an
effect on the capital appreciation of triple-net-leased properties.

Item 7(a). Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

-14-

Item 8. Financial Statements and Supplementary Data

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Index
----- Page
----
Independent Auditors' Report........................................... 16

Financial Statements:

Balance Sheets, December 31, 1998 and 1997........................... 17

Statements of Operations, for the years ended
December 31, 1998, 1997 and 1996................................... 19

Statements of Partners' Capital, for the years ended
December 31, 1998, 1997 and 1996................................... 21

Statements of Cash Flows, for the years ended
December 31, 1998, 1997 and 1996................................... 22

Notes to Financial Statements........................................ 24

Real Estate and Accumulated Depreciation (Schedule III)................ 32

Schedules not filed:

All schedules other than those indicated in the index have been omitted as the
required information is inapplicable or the information is presented in the
financial statements or related notes.

-15-

INDEPENDENT AUDITORS' REPORT

To the Partners of
Inland's Monthly Income Fund, L.P.

We have audited the accompanying balance sheets of Inland's Monthly Income
Fund, L.P. (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1998. Our audits also
included the financial statement schedule listed in the Index at Item 14(c).
These financial statements and financial statement schedule are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Inland's Monthly Income Fund, L.P. as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. Also, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Chicago, Illinois
January 29, 1999

-16-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Balance Sheets

December 31, 1998 and 1997

Assets
------

1998 1997
Current assets: ---- ----
Cash and cash equivalents (Note 1).............. $ 681,003 1,090,891
Accounts and rents receivable................... 35,664 37,386
Mortgage interest receivable.................... 56,681 60,734
Current portion of mortgage loans receivable.... 79,187 77,301
Current portion of deferred rent receivable..... 4,818 9,301
Other assets.................................... 2,670 3,092
------------ ------------
Total current assets.............................. 860,023 1,278,705
------------ ------------
Investment properties (including acquisition
fees paid to Affiliates of $1,736,163)
(Notes 1, 4 and 5):
Land............................................ 2,672,620 2,672,620
Buildings and improvements...................... 15,592,680 15,592,680
Tenant improvements............................. 775,947 775,947
------------ ------------
19,041,247 19,041,247
Less accumulated depreciation................... 5,522,909 5,019,205
------------ ------------
Net investment properties......................... 13,518,338 14,022,042
------------ ------------
Other assets:
Mortgage loans receivable, less current portion. 7,184,451 7,709,989
Deferred loan fees (net of accumulated
amortization of $32,019 and $27,390 at
December 31, 1998 and 1997, respectively)
(Note 1)...................................... 14,269 18,898
Deferred leasing fees (including $219,451
paid to Affiliates) (net of accumulated
amortization of $211,287 and $190,257 at
December 31, 1998 and 1997, respectively)
(Notes 1 and 6)............................... 133,100 154,130
Deferred rent receivable, less current portion
(Notes 1 and 6)............................... 396,387 426,526
------------ ------------
Total other assets................................ 7,728,207 8,309,543
------------ ------------
Total assets...................................... $22,106,568 23,610,290
============ ============

See accompanying notes to financial statements.

-17-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Balance Sheets
(continued)

December 31, 1998 and 1997

Liabilities and Partners' Capital
---------------------------------
1998 1997
Current liabilities: ---- ----
Accounts payable and accrued expenses........... $ 13,556 16,971
Accrued real estate taxes....................... 62,125 60,358
Distributions payable (Note 8).................. 192,030 198,824
Due to Affiliates (Note 3)...................... 472 2,011
Deposits held for others........................ 102,479 102,885
Current portion of long-term debt (Note 7)...... 44,709 40,572
Current portion of deferred gain on sale of
investment property........................... 19,514 20,732
------------ ------------
Total current liabilities......................... 434,885 442,353

Deferred loan fees (Note 1)....................... 45,123 55,653
Long-term debt, less current portion (Note 7)..... 1,444,498 1,489,207
Deferred gain on sale of investment property,
less current portion (Note 5)................... 2,120,485 2,269,408
------------ ------------
Total liabilities................................. 4,044,991 4,256,621
------------ ------------
Partners' capital (Notes 1 and 2):
General Partner:
Capital contribution.......................... 500 500
Supplemental Capital Contributions............ 2,095,863 2,095,863
Supplemental capital distributions to
Limited Partners............................ (2,095,863) (2,095,863)
Cumulative net loss........................... (36,743) (36,743)
------------ ------------
(36,243) (36,243)
Limited Partners: ------------ ------------
Units of $500. Authorized 60,000 Units,
59,285.65 Units outstanding (net of offering
costs of $3,289,242, of which $388,902 was
paid to Affiliates)......................... 26,353,582 26,353,582
Supplemental Capital Contributions from
General Partner............................. 2,095,863 2,095,863
Cumulative net income......................... 16,617,196 14,581,662
Cumulative distributions...................... (26,968,821) (23,641,195)
------------ ------------
18,097,820 19,389,912
------------ ------------
Total Partners' capital........................... 18,061,577 19,353,669
------------ ------------
Total liabilities and Partners' capital........... $22,106,568 23,610,290
============ ============

See accompanying notes to financial statements.

-18-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Operations

For the years ended December 31, 1998, 1997 and 1996

1998 1997 1996
---- ---- ----
Income:
Rental income (Notes 1 and 6)..... $ 2,057,364 1,972,875 1,962,343
Additional rental income.......... 49,719 43,961 37,983
Interest income................... 719,033 780,436 766,125
Other income...................... 40,679 21,453 -
------------ ------------ ------------
2,866,795 2,818,725 2,766,451
Expenses: ------------ ------------ ------------
Professional services to
Affiliates...................... 13,096 13,889 13,295
Professional services to
non-affiliates.................. 29,350 28,515 30,468
General and administrative
expenses to Affiliates.......... 34,915 29,432 34,248
General and administrative
expenses to non-affiliates...... 22,236 30,567 21,753
Property operating expenses to
Affiliates...................... 36,194 33,038 28,820
Property operating expenses
to non-affiliates............... 169,206 187,053 90,659
Interest expense to non-affiliates 147,042 150,828 154,262
Depreciation...................... 503,704 522,840 518,355
Amortization...................... 25,659 25,659 25,658
------------ ------------ ------------
981,402 1,021,821 917,518
------------ ------------ ------------
Operating income.................... 1,885,393 1,796,904 1,848,933
Gain on sale of investment
property (Note 5)................. 150,141 242,024 20,799
------------ ------------ ------------
Net income.......................... $ 2,035,534 2,038,928 1,869,732
============ ============ ============

See accompanying notes to financial statements.

-19-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Operations
(continued)

For the years ended December 31, 1998, 1997 and 1996

1998 1997 1996
---- ---- ----
Net income allocated to (Note 2):
General Partner................... $ - - -
Limited Partners.................. 2,035,534 2,038,928 1,869,732
------------ ------------ ------------
Net income.......................... $ 2,035,534 2,038,928 1,869,732
============ ============ ============

Net income per Unit allocated to
Limited Partners per weighted
average Limited Partnership
Units of 59,285.65................ $ 34.33 34.39 31.54
============ ============ ============

See accompanying notes to financial statements.

-20-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Partners' Capital

For the years ended December 31, 1998, 1997 and 1996

General Limited
Partner Partners Total
------- -------- -----
Balance (deficit) January 1, 1996... $ (36,243) 20,244,980 20,208,737

Net income (Note 2)................. - 1,869,732 1,869,732
Distributions to Limited Partners
($39.59 per weighted average of
Limited Partnership Units
of 59,285.65)..................... - (2,347,018) (2,347,018)
------------ ------------ ------------
Balance (deficit) December 31, 1996. (36,243) 19,767,694 19,731,451

Net income (Note 2)................. - 2,038,928 2,038,928
Distributions to Limited Partners
($40.76 per weighted average of
Limited Partnership Units
of 59,285.65)..................... - (2,416,710) (2,416,710)
------------ ------------ ------------
Balance (deficit) December 31, 1997. (36,243) 19,389,912 19,353,669

Net income (Note 2)................. - 2,035,534 2,035,534
Distributions to Limited Partners
($56.13 per weighted average of
Limited Partnership Units
of 59,285.65)..................... - (3,327,626) (3,327,626)
------------ ------------ ------------
Balance (deficit) December 31, 1998. $ (36,243) 18,097,820 18,061,577
============ ============ ============

See accompanying notes to financial statements.

-21-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Cash Flows

For the years ended December 31, 1998, 1997 and 1996

1998 1997 1996
Cash flows from operating activities: ---- ---- ----
Net income........................ $ 2,035,534 2,038,928 1,869,732
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on sale of investment
property...................... (150,141) (242,024) (20,799)
Depreciation.................... 503,704 522,840 518,355
Amortization.................... 25,659 25,659 25,658
Changes in assets and liabilities:
Accounts and rents receivable. 1,722 32,433 (16,814)
Mortgage interest receivable.. 4,053 9,525 (8,144)
Other current assets.......... 422 921 (463)
Deferred rent receivable...... 34,622 24,703 (538)
Accounts payable and accrued
expenses.................... (3,415) (5,240) (4,824)
Accrued real estate taxes..... 1,767 1,244 (58,689)
Due to Affiliates............. (1,539) (741) (6,466)
Deferred loan fees............ (10,530) (13,611) (8,658)
Net cash provided by operating ------------ ------------ ------------
activities........................ 2,441,858 2,394,637 2,288,350
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sale of investment
property........................ - 39,579 -
Costs incurred relating to mortgage
loans receivable................ - (9,526) -
Principal payments received on
mortgage loans receivable....... 523,652 784,810 69,671
Capital expenditures.............. - (26,500) (41,945)
Net cash provided by investing ------------ ------------ ------------
activities........................ 523,652 788,363 27,726
------------ ------------ ------------
Cash flows from financing activities:
Cash distributions................ (3,334,420) (2,416,676) (2,347,565)
Deposits held for others.......... (406) 3,635 (18,119)
Principal payments of long-term
debt............................ (40,572) (36,817) (33,410)
Net cash used in financing ------------ ------------ ------------
activities........................ (3,375,398) (2,449,858) (2,399,094)
------------ ------------ ------------

See accompanying notes to financial statements.

-22-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Statements of Cash Flows
(continued)

For the years ended December 31, 1998, 1997 and 1996

1998 1997 1996
Net increase (decrease) in cash ---- ---- ----
and cash equivalents.............. $ (409,888) 733,142 (83,018)
Cash and cash equivalents at
beginning of year................. 1,090,891 357,749 440,767
Cash and cash equivalents at ------------ ------------ ------------
end of year....................... $ 681,003 1,090,891 357,749
============ ============ ============

Cash paid for interest.............. $ 147,371 151,127 154,534
============ ============ ============

Supplemental disclosure of non-cash investing activities:

Sale of investment property:
Mortgage loans receivable......... $ - - -
Reduction of investment in
property........................ - 24,774 -
Reduction of accumulated
depreciation related to
investment property sold........ - - -
Gain on sale...................... - 14,805 -
Deferred gain on sale............. - - -
Proceeds from sale of investment ------------ ------------ ------------
property...................... $ - 39,579 -
============ ============ ============

See accompanying notes to financial statements

-23-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements

For the years ended December 31, 1998, 1997 and 1996

(1) Organization and Basis of Accounting

Inland's Monthly Income Fund, L.P. (the "Partnership"), was formed on March 26,
1987 pursuant to the Delaware Revised Uniform Limited Partnership Act, to
invest in improved residential, retail, industrial and other income producing
properties. On August 3, 1987, the Partnership commenced an Offering of 50,000
(subject to an increase up to 60,000) Limited Partnership Units ("Units")
pursuant to a Registration under the Securities Act of 1933. The Offering
terminated on August 3, 1988, with total sales of 59,999 Units at $500 per
Unit, resulting in gross offering proceeds of $29,999,500, not including the
General Partner's contribution of $500. All of the holders of these Units were
admitted to the Partnership. Inland Real Estate Investment Corporation is the
General Partner. The Limited Partners of the Partnership share in the benefits
of ownership of the Partnership's real property investments in proportion to
the number of Units held. The Partnership repurchased 713 Units for $356,676
from various Limited Partners through the Unit Repurchase Program. There are
no funds remaining for the repurchase of Units through this program.

The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Offering costs have been offset against the Limited Partners' capital accounts.

Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") requires the Partnership to record an impairment loss on its
property to be held for investment whenever its carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized would
be the difference between the property's carrying value and the property's
estimated fair value. As of December 31, 1998 and 1997, the Partnership has
not recognized any such impairment.

Depreciation expense is computed using the straight-line method over the
following estimated useful lives. Buildings and improvements are based upon
estimated useful lives of 30 to 40 years, while furniture and fixtures are
based upon estimated useful lives of 5 to 12 years. Repair and maintenance
expenses are charged to operations as incurred. Significant improvements are
capitalized and depreciated over their estimated useful lives. Tenant
improvements are depreciated of the related lease term.

The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents and are carried at cost
which approximates market. For the years ended December 31, 1998 and 1997,
included in cash and cash equivalents is approximately $92,300 and $94,000,
respectively, for the payment of real estate taxes for Douglas and Hillside
Living Centers.

-24-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

Rental income is recognized on a straight-line basis over the term of each
lease. The difference between rental income earned on the straight-line basis
and the cash rent due under the provisions of the lease agreements is recorded
as deferred rent receivable.

Deferred leasing fees are amortized on a straight-line basis over the term of
the related lease. Deferred loan fees are amortized on a straight line basis
over the term of the related loan.

Loan fees relating to the mortgage loans receivable are deferred and amortized
as yield adjustments on a straight-line basis over the life of the related
mortgage loan receivable which approximates the effective interest rate method.

No provision for Federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership.

The Partnership's records are maintained on the accrual basis of accounting in
accordance with generally accepted accounting principles ("GAAP"). The Federal
income tax return has been prepared from such records after making appropriate
adjustments relating to depreciation and the Supplemental Capital Contributions
to reflect the Partnership's accounts as adjusted for Federal income tax
reporting purposes. Such adjustments are not recorded in the records of the
Partnership. The net effect of these items is summarized as follows:

1998 1997
------------------------ ------------------------
Tax Tax
GAAP Basis GAAP Basis
Basis (unaudited) Basis (unaudited)
------------ ----------- ----------- ------------
Total assets................ $22,106,568 25,395,810 23,610,290 26,899,532

Partners' capital (deficit):
General Partner........... (36,243) (31,365) (36,243) (27,832)
Limited Partners.......... 18,097,820 21,382,184 19,389,912 22,670,742

Net income (loss):
General Partner........... - (3,533) - (2,811)
Limited Partners.......... 2,035,534 2,039,067 2,038,928 2,041,739

Net income per Limited
Partnership Unit.......... 34.33 34.39 34.39 34.44

The net income per Unit is based upon the weighted average number of Units of
59,285.65.

-25-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

Statement of Financial Accounting Standards No. 128 "Earnings per Share" was
adopted by the Partnership for the year ended December 31, 1997 and has been
applied to all prior earnings periods presented in the financial statements.
The Partnership has no dilutive securities.

A presentation of information about operating segments as required in Statement
of Financial Accounting Standards No. 131 "Disclosures About Segments of an
Enterprise and Related Information" would not be material to an understanding
of the Partnership's business taken as a whole as the Partnership is engaged in
the business of real estate investment which management considers to be a
single operating segment.

(2) Partnership Agreement

The Partnership Agreement defines the allocation of distributable available
cash and profits and losses. Limited Partners will receive 100% of cash
available for distribution until the Limited Partners have received a
cumulative preferred return of 8% per annum. Thereafter, the General Partner
shall be allocated an amount equal to any Supplemental Capital Contributions
outstanding at the time of the distribution and then 95% of cash available for
distribution will be allocated to the Limited Partners and 5% will be allocated
to the General Partner.

Pursuant to the terms of the Partnership Agreement, the profits and losses of
the Partnership from operations are allocated as follows:

(a) Depreciation shall be allocated 99% to the taxable Limited Partners and
1% to the General Partner.

(b) To the extent the minimum distribution of 8% per annum to the Limited
Partners is funded by Supplemental Capital Contributions, the
distribution shall be treated as a guaranteed payment, and the
resulting deduction shall be allocated to the General Partner.

(c) The remaining net profits shall be allocated 100% to the Limited
Partners until the Limited Partners have been allocated an amount equal
to the distribution required to provide them a cumulative preferred
return of 8% per annum.

The Partnership allocates income to Partners such that no Partner group will
receive an allocation of income which is greater than the Partnership's net
income for the related period.

The General Partner is required to make Supplemental Capital Contributions, if
necessary, from time to time in amounts sufficient to allow the Partnership to
make distributions to the Limited Partners to provide a noncompounded return on
their invested capital equal to 8% per annum. There were no such contributions
by the General Partner to fund the cumulative preferred return of 8% per annum
for the three year period ended December 31, 1998. The cumulative amount of
such Supplemental Capital Contributions at December 31, 1998 is $2,095,863.

-26-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

(3) Transactions with Affiliates

The General Partner and its Affiliates are entitled to reimbursement for
salaries and expenses of employees of the General Partner and its Affiliates
relating to the administration of the Partnership, of which $472 and $2,011
remained unpaid at December 31, 1998 and 1997, respectively.

An Affiliate of the General Partner is entitled to receive Property Management
Fees for management and leasing services. The Partnership has incurred
property management fees of $36,194, $33,038 and $28,820 for the years ended
December 31, 1998, 1997 and 1996 respectively. Such fees are included in
property operating expenses to Affiliates, all of which have been paid as of
December 31, 1998.

(4) Investment Properties

McHenry Plaza, McHenry, Illinois

On October 19, 1987, the Partnership purchased a 57,910 square foot shopping
center located in McHenry, Illinois from an Affiliate of the General Partner.
The cost of this property to the Partnership was $1,967,200 which includes the
purchase price of $1,776,000 and acquisition costs of $191,200. Subsequent to
the purchase of this property, approximately $1,595,000, including leasing
commissions, was expended to upgrade the property following the July 1989
termination of a lease with Duckwell-Alco Stores, Inc., the tenant which leased
94% of the space in the center at the time the Partnership purchased the
property. This upgrade was financed by a line of credit secured by the Rantoul
Wal-Mart. See Note 8 for further discussion of permanent financing obtained.

The major tenant at McHenry Plaza is a Walgreens drug store. Other tenants are
Don Robert's Beauty School, Northern Federal Bank, Merit Medical Equipment,
Family Entertainment Center, a Mexican restaurant, a nail salon and Race World,
a car racing hobby center. As of December 31, 1998, approximately 11,949
square feet, representing 21% of the total space at the center, remains to be
leased. The General Partner continues to pursue additional leases for this
remaining space.

-27-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

Scandinavian Health Spa, Inc., Westlake, Ohio
- ---------------------------------------------
On April 20, 1988, the Partnership purchased an existing 26,040 square foot
health and racquet club known as Scandinavian Health Spa, located in Westlake,
Ohio. The total cost of this property to the Partnership was $3,068,930, which
includes the purchase price of $2,760,000 and acquisition costs of $308,930.
The lease expires in December 2004 and the tenant has the option to extend the
lease for two additional five-year periods. The tenant has leased 100% of the
rentable space on a triple-net basis for a current monthly amount of $29,925.

Douglas Living and Retirement Center, Mattoon, Illinois
- -------------------------------------------------------
On January 13, 1988, the Partnership took title to this property which an
Affiliate of the General Partner purchased on behalf of the Partnership from an
unaffiliated third party for $3,208,250. The property consists of a 75 bed
nursing care facility occupying 27,922 square feet, a 35-unit retirement
apartment center occupying 36,389 square feet and a 1,350 square foot
retirement duplex. The total cost of this property to the Partnership was
$3,574,465, which includes the purchase price of $3,208,250 and acquisition
costs of $366,215. The center is currently 100% leased to Elite Care
Corporation. The lease is a triple-net lease and expires January 2001. The
tenant has the right to extend the lease for an additional ten-year term. The
current rent per annum is $446,882 and adjusts annually. In 1992, the operator
of this facility negotiated with a new operator to sublease the facility. The
General Partner approved the transaction with no significant changes to the
terms of the lease.

Hillside Living Center, Yorkville, Illinois
- -------------------------------------------
On January 29, 1988, the Partnership took title to this property which an
Affiliate of the General Partner purchased on behalf of the Partnership from an
unaffiliated third party for $2,870,000. The property consists of a two-story
building with a total of 21,565 square feet. The total cost of this property to
the Partnership was $3,195,713, which includes the purchase price of $2,870,000
and acquisition costs of $325,713. The center is currently 100% leased to Elite
Care Corporation. The lease is a triple-net lease and expires January 2001. The
tenant has the right to extend the lease for an additional ten-year term. The
current rent per annum is $399,770 and adjusts annually. In 1992, the operator
of this facility negotiated with a new operator to sublease the facility. The
General Partner approved the transaction with no significant changes to the
terms of the lease. See Note 5 for a discussion on the sale of a portion of
this property.

-28-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

Duncan Wal-Mart, Duncan, Oklahoma
- ---------------------------------
On August 5, 1988, the Partnership purchased a Wal-Mart store in Duncan,
Oklahoma from Wal-Mart Properties, Inc. The cost to the Partnership was
$3,038,547, which includes acquisition fees of $305,829. The property is
situated on approximately 11.5 acres of land and contains a total of 68,907
square feet. The construction of the store was completed in the fall of 1987.
The lease expires in January 2014 and the tenant has the option to extend the
lease for five additional five-year periods. The tenant has leased 100% of the
rentable space on a triple-net basis for a current monthly amount of $22,203.

Rantoul Wal-Mart, Rantoul, Illinois
- -----------------------------------
On August 5, 1988, the Partnership purchased a Wal-Mart Store in Rantoul,
Illinois from Wal-Mart Properties, Inc. The cost to the Partnership was
$2,656,568, which includes acquisition fees of $266,834. The property is
situated on approximately 11.2 acres of land and contains a total of 65,930
square feet. The construction of the store was completed in the spring of 1988.
The lease expires in January 2014 and the tenant has the option to extend the
lease for five additional five-year periods. The tenant has leased 100% of the
rentable space on a triple-net basis for a current monthly amount of $19,417.

Cost and accumulated depreciation of the above properties as of December 31,
are summarized as follows:
1998 1997
Shopping Center: ---- ----
Cost.............................. $ 3,531,798 3,531,798
Less accumulated depreciation..... 1,330,614 1,216,811
------------ ------------
2,201,184 2,314,987
------------ ------------
Health and Tennis Club:
Cost.............................. 3,068,930 3,068,930
Less accumulated depreciation..... 890,719 807,861
------------ ------------
2,178,211 2,261,069
------------ ------------
Nursing Homes:
Cost.............................. 6,745,404 6,745,404
Less accumulated depreciation..... 1,945,974 1,769,068
------------ ------------
4,799,430 4,976,336
------------ ------------
Department Stores:
Cost.............................. 5,695,115 5,695,115
Less accumulated depreciation..... 1,355,602 1,225,465
------------ ------------
4,339,513 4,469,650
------------ ------------
Total........................... $13,518,338 14,022,042
============ ============

-29-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

(5) Gain on Sale of Investment Property

As of December 31, 1995, the Partnership had sold all of the thirty-eight six-
unit condominium buildings comprising the Schaumburg Terrace condominium
complex to unaffiliated third parties. The Partnership received $249,596 from
one all-cash sale and recorded a gain of $71,865 in 1994. In addition, the
Partnership received $823,518 in down payment proceeds, and provided mortgage
loans totaling $8,701,439 to the purchasers for the thirty-seven additional
sales. The principal balances of these loans range from $210,640 to $255,891.
These loans require monthly principal and interest payments totaling $67,763
based on an interest rate of 8.625% per annum for ten years and a thirty year
amortization period with payment of all remaining principal at the end of that
period. The Partnership has recorded $150,141, $236,745 and $20,799 of gain as
a result of these installment sales in 1998, 1997 and 1996, respectively.
During 1998, the Partnership received prepayments on two of the thirty-four
mortgage loans receivable on the six-unit condominium buildings comprising the
Schaumburg Terrace condominium complex. Repayment proceeds from these
prepayments total $456,051 and, accordingly, the Partnership recognized
$130,627 of previously deferred gain. The remaining deferred gain of
$2,139,999 as of December 31, 1998 will be recognized over the life of the
related mortgage loans as principal payments are received.

On September 12, 1997, the Partnership sold one of three lots (.344 acres)
adjacent to the Hillside Living Center. The Partnership received $39,579 from
the sale and recorded a gain of $14,805.

(6) Operating Leases

Minimum lease payments to be received in the future from operating leases are
as follows:

1999.......................................... $ 2,054,114
2000.......................................... 1,976,492
2001.......................................... 1,091,392
2002.......................................... 994,886
2003.......................................... 994,886
Thereafter.................................... 8,926,395
------------
Total......................................... $16,038,165
============

No assumptions have been made regarding the releasing of expiring leases. It
is the opinion of the General Partner that the space will be released at market
rates.

Remaining lease terms range from one year to thirty years. Pursuant to the
lease agreements, tenants of McHenry Plaza Shopping Center are required to
reimburse the Partnership for their pro rata share of the real estate taxes and
operating expenses of the property. Such amounts are included in additional
rental income.

-30-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Notes to Financial Statements
(continued)

Certain tenant leases contain provisions providing for stepped rent increases.
Generally accepted accounting principles require that rental income be recorded
for the period of occupancy on a straight-line basis. The accompanying
financial statements include decreases of $34,622 and $24,703 and an increase
of $538 in 1998, 1997 and 1996, respectively, of rental income for the period
of occupancy for which stepped rent increases apply and $401,205 and $435,827
in related deferred rent receivable as of December 31, 1998 and 1997,
respectively. These amounts will be collected over the terms of the related
leases as scheduled rent payments are made. Deferred rent receivable of
$16,341 was written off against rental income for the year ended December 31,
1997, due to the restructuring of a lease at McHenry Plaza Shopping Center.

(7) Long-Term Debt

On February 26, 1992, the Partnership obtained a $1,700,000 loan collateralized
by the Rantoul Wal-Mart to replace a maturing line of credit for the upgrading
of McHenry Plaza Shopping Center. The loan bears an interest rate of 9.75% and
requires monthly principal and interest payments of $15,662 through March 2002,
when all unpaid principal and interest is due. The Partnership paid a $17,000
loan fee to the lender and incurred $29,288 of other costs associated with the
funding of the loan.

As of December 31, 1998, the required principal payments on the Partnership's
long-term debt over the next four years are as follows:

1999.......................................... $ 44,709
2000.......................................... 49,268
2001.......................................... 54,293
2002.......................................... 1,340,937

(8) Subsequent Events

During January 1999, the Partnership paid a distribution of $192,030 to the
Limited Partners.

-31-

<TABLE> INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 1998

<CAPTION>
Initial Cost
to Partnership Gross amount at which carried
(A) Costs at end of period (B)
---------------------- ------------------------------------------- Life on which
capitalized Date Depreciation
Buildings subsequent Land and Buildings Accumulated Con- in latest Stmt
and to improve- and Total Depreciation stru- Date of Operations
Encumbrance Land improvements acquisition ments improvements (C) (D) cted Acq is computed
----------- ------- ---------- ----------- --------- ----------- --------- ------------ ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
McHenry Plaza
Shopping Center
McHenry, IL.... $ - 330,083 1,637,117 1,564,598 330,083 3,201,715 3,531,798 1,330,614 1968 10/19 30 yrs.
1987

Douglas Nursing Home
Living/Retirement
Center
Mattoon, IL.... - 411,778 3,162,687 - 411,778 3,162,687 3,574,465 981,048 1964 01/13 40 yrs.
1988
Hillside Nursing Home
Living Center
Yorkville, IL.. - 232,034 2,963,679 - 207,260 2,963,679 3,170,939 964,927 1963 01/29 40 yrs.
1988

Scandinavian Health
Spa Health and
Tennis Club
Westlake, OH... - 583,204 2,485,726 - 583,204 2,485,726 3,068,930 890,719 1984 04/20 30 yrs.
1988

Wal-Mart - Duncan
Department Store
Duncan, OK..... - 863,992 2,174,555 - 863,992 2,174,555 3,038,547 647,189 1987 08/05 35 yrs.
1988

Wal-Mart - Rantoul
Department Store
Rantoul, IL.... 1,529,779 276,303 2,380,265 - 276,303 2,380,265 2,656,568 708,412 1988 08/05 35 yrs.
---------- --------- ---------- --------- --------- ---------- ----------- --------- 1988
$1,529,779 2,697,394 14,804,029 1,564,598 2,672,620 16,368,627 19,041,247 5,522,909
========== ========= ========== ========= ========= ========== ========== =========

</TABLE>

-32-

INLAND'S MONTHLY INCOME FUND, L.P.
(a limited partnership)

Schedule III (continued)

Real Estate and Accumulated Depreciation

December 31, 1998, 1997 and 1996

Notes:

(A) The initial cost to the Partnership represents the original purchase price
of the property, including amounts incurred subsequent to acquisition which
were contemplated at the time the property was acquired.

(B) The aggregate cost of real estate owned at December 31, 1998 for federal
income tax purposes was approximately $19,041,000 (unaudited).

1998 1997 1996
---- ---- ----
Balance at beginning of year.... $19,041,247 19,039,521 18,997,576
Additions....................... - 26,500 41,945
Disposals....................... - 24,774 -
------------ ------------ ------------
Balance at end of year.......... $19,041,247 19,041,247 19,039,521
============ ============ ============

(D) Reconciliation of accumulated depreciation:

Balance at beginning of year.... $ 5,019,205 4,496,365 3,978,010
Depreciation expense............ 503,704 522,840 518,355
------------ ------------ ------------
Balance at end of year.......... $ 5,522,909 5,019,205 4,496,365
============ ============ ============

-33-

Item 9. Changes in and Disagreements with Independent Auditors on Accounting
and Financial Disclosure

There were no disagreements on accounting or financial disclosure matters
during 1998.

PART III

Item 10. Directors and Executive Officers of the Registrant

The General Partner of the Partnership, Inland Real Estate Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed to acquire, own and operate real properties.
The General Partner is a wholly-owned subsidiary of The Inland Group, Inc. In
1990, Inland Real Estate Investment Corporation became the replacement General
Partner for an additional 301 privately-owned real estate limited partnerships
syndicated by Affiliates. The General Partner has responsibility for all
aspects of the Partnership's operations. The relationship of the General
Partner to its Affiliates is described under the caption "Conflicts of
Interest" at pages 11 to 13 of the Prospectus, a copy of which description is
hereby incorporated herein by reference.

Officers and Directors

The officers, directors, and key employees of The Inland Group, Inc. and its
Affiliates ("Inland") that are likely to provide services to the Partnership
are as follows:

Functional Title

Daniel L. Goodwin....... Chairman and Chief Executive Officer
Robert H. Baum.......... Executive Vice President-General Counsel
G. Joseph Cosenza....... Senior Vice President-Acquisitions
Robert D. Parks......... Senior Vice President-Investments
Norbert J. Treonis...... Senior Vice President-Property Management
Brenda G. Gujral........ President and Chief Operating Officer-IREIC
Catherine L. Lynch...... Treasurer
Paul J. Wheeler......... Vice President-Personal Financial Services Group
Roberta S. Matlin....... Assistant Vice President-Investments
Mark Zalatoris.......... Assistant Vice President-Due Diligence
Patricia A. Challenger.. Vice President-Asset Management
Kelly Tucek............. Assistant Vice President-Partnership Accounting
Venton J. Carlston...... Assistant Controller

-34-

DANIEL L. GOODWIN (age 55) is Chairman of the Board of Directors of The
Inland Group, Inc., a billion-dollar real estate and financial organization
located in Oak Brook, Illinois. Among Inland's subsidiaries is the largest
property management firm in Illinois and one of the largest commercial real
estate and mortgage banking firms in the Midwest.

Mr. Goodwin has served as Director of the Avenue Bank of Oak Park and as a
director of the Continental Bank of Oakbrook Terrace. He was Chairman of the
Bank Holding Company of American National Bank of DuPage. Currently he is the
Chairman of the Board of Inland Mortgage Investment Corporation.

Mr. Goodwin has been in the housing industry for more than 28 years, and has
demonstrated a lifelong interest in housing-related issues. He is a licensed
real estate broker and a member of the National Association of Realtors. Mr.
Goodwin has developed thousands of housing units in the Midwest, New England,
Florida, and the Southwest. He is also the author of a nationally recognized
real estate reference book for the management of residential properties.

Mr. Goodwin has served on the Board of the Illinois State Affordable Housing
Trust Fund for the past six years. He is an advisor for the Office of Housing
Coordination Services of the State of Illinois, and a member of the Seniors
Housing Committee of the National Multi-Housing Council. Recently, Governor
Edgar appointed Mr. Goodwin as Chairman of the Housing Production Committee for
the Illinois State Affordable Housing Conference. He also served as a member
of the Cook County Commissioner's Economic Housing Development Committee, and
he was the Chairman of the DuPage County Affordable Housing Task Force. The
1992 Catholic Charities Award was presented to Mr. Goodwin for his work in
addressing affordable housing needs. The City of Hope designated him as the
Man of the Year for the Illinois construction industry. In 1989, the Chicago
Metropolitan Coalition on Aging presented Mr. Goodwin with an award in
recognition of his efforts in making housing more affordable to Chicago's
Senior Citizens. On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin with an award, recognizing The Inland Group as the
leading corporate provider of transitional housing for the homeless people of
DuPage County. Mr. Goodwin also serves as Chairman of New Directions Housing
Corporation, a leading provider of affordable housing in northern Illinois.

Mr. Goodwin is a product of Chicago-area schools, and obtained his Bachelor's
and Master's Degrees from Illinois Universities. Following graduation, he
taught for five years in the Chicago Public Schools. His commitment to
education has continued through his work with the BBF Family Services' Pilot
Elementary School in Chicago, and the development of the Inland Vocational
Training Center for the Handicapped located at Little City in Palatine,
Illinois. He personally established an endowment which funds a perpetual
scholarship program for inner-city disadvantaged youth. In 1990 he received
the Northeastern Illinois University President's Meritorious Service Award.
Mr. Goodwin holds a Master's Degree in Education from Northern Illinois
University, and in 1986, he was awarded an Honorary Doctorate from Northeastern
Illinois University College of Education. More than 12 years ago, under Mr.
Goodwin's direction, Inland instituted a program to educate disabled students
about the workplace. Most of these original students are still employed at
Inland today, and Inland continues as one of the largest employers of the
disabled in DuPage County. Mr. Goodwin has served as a member of the Board of
Governors of Illinois State Colleges and Universities, and he is currently a
trustee of Benedictine University. He was elected Chairman of the Northeastern
Illinois University Board of Trustees in January 1996.

-35-

In 1988 he received the Outstanding Business Leader Award from the Oak Brook
Jaycees and in March 1994, he won the Excellence in Business Award from the
DuPage Area Association of Business and Industry. Additionally, he was honored
with a dinner sponsored by Little Friends on May 17, 1995 for rescuing their
Parent-Handicapped Infant Program when they lost their lease. He was the
recipient of the 1995 March of Dimes Life Achievement Award and was recently
recognized as the 1998 Corporate Leader of the Year by the Oak Brook Area
Association of Commerce and Industry. The Ray Graham Association for People
with Disabilities honored Mr. Goodwin as the 1999 Employer of the Year. For
many years, he has been Chairman of the National Football League Players
Association Mackey Awards for the benefit of inner-city youth and he served as
the recent Chairman of the Speakers Club of the Illinois House of
Representatives.

ROBERT H. BAUM (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Baum is
Vice Chairman and Executive Vice President-General Counsel of The Inland Group,
Inc. In his capacity as General Counsel, Mr. Baum is responsible for the
supervision of the legal activities of The Inland Group, Inc. and its
affiliates. This responsibility includes the supervision of The Inland Law
Department and serving as liaison with outside counsel. Mr. Baum has served as
a member of the North American Securities Administrators Association Real
Estate Advisory Committee and as a member of the Securities Advisory Committee
to the Secretary of State of Illinois. He is a member of the American
Corporation Counsel Association and has also been a guest lecturer for the
Illinois State Bar Association. Mr. Baum has been admitted to practice before
the Supreme Court of the United States, as well as the bars of several federal
courts of appeals and federal district courts and the State of Illinois. He
received his B.S. Degree from the University of Wisconsin and his J.D. Degree
from Northwestern University School of Law. Mr. Baum has served as a director
of American National Bank of DuPage and currently serves as a director of
Westbank. Mr. Baum also is a member of the Governing Council of Wellness
House, a charitable organization that provides emotional support for cancer
patients and their families.

G. JOSEPH COSENZA (age 55) has been with The Inland Group, Inc. and its
affiliates since 1968 and is one of the four original principals. Mr. Cosenza
is a Director and Vice Chairman of The Inland Group, Inc. and oversees,
coordinates and directs Inland's many enterprises. In addition, Mr. Cosenza
immediately supervises a staff of nine persons who engage in property
acquisition. Mr. Cosenza has been a consultant to other real estate entities
and lending institutions on property appraisal methods.

Mr. Cosenza received his B.A. Degree from Northeastern Illinois University and
his M.S. Degree from Northern Illinois University. From 1967 to 1968, he
taught at the LaGrange School District in Hodgkins, Illinois and from 1968 to
1972, he served as Assistant Principal and taught in the Wheeling, Illinois
School District. Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of various national and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.

Mr. Cosenza has also been Chairman of the Board of American National Bank of
DuPage, and has served on the Board of Directors of Continental Bank of
Oakbrook Terrace. He is presently a Director on the Board of Westbank in
Westchester and Hillside, Illinois.

-36-

ROBERT D. PARKS (age 55) is a Director of The Inland Group, Inc.,
President, Chairman and Chief Executive Officer of Inland Real Estate
Investment Corporation and President, Chief Executive Officer, Chief Operating
Officer and Affiliated Director of Inland Real Estate Corporation.

Mr. Parks is responsible for the ongoing administration of existing investment
programs, corporate budgeting and administration for Inland Real Estate
Investment Corporation. He oversees and coordinates the marketing of all
investments and investor relations.

Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public
schools. He received his B.A. degree from Northeastern Illinois University and
his M.A. degree from the University of Chicago. He is a member of the Real
Estate Investment Association and a member of NAREIT.

NORBERT J. TREONIS (age 48) joined The Inland Group, Inc. and its
affiliates in 1975 and he is currently Chairman and Chief Executive Officer of
The Inland Property Management Group, Inc. and a Director of The Inland Group,
Inc. He serves on the Board of Directors of all Inland subsidiaries involved
in the property management, acquisitions and maintenance of real estate,
including Mid-America Property Management Corporation, Metropolitan
Construction Services, Inc. and Inland Commercial Property Management, Inc.
Mr. Treonis is charged with the responsibility of the overall management and
leasing of all apartment units, retail, industrial and commercial properties
nationwide.

Mr. Treonis is a licensed real estate broker. He is a past member of the Board
of Directors of American National Bank of DuPage, the Apartment Building Owners
and Managers Association, the National Apartment Association and the
Chicagoland Apartment Association.

BRENDA G. GUJRAL (age 56) is President and Chief Operating Officer of
Inland Real Estate Investment Corporation (IREIC), the parent company of the
Advisor. She is also President and Chief Operating Officer of the Dealer-
Manager, Inland Securities Corporation (ISC), a member firm of the National
Association of Securities Dealers (NASD).

Mrs. Gujral has overall responsibility for the operations of IREIC, including
the distribution of checks to over 50,000 investors, review of periodic
communications to those investors, the filing of quarterly and annual reports
for Inland's publicly registered investment programs with the Securities and
Exchange Commission, compliance with other SEC and NASD securities regulations
both for IREIC and ISC, review of asset management activities, and marketing
and communications with the independent broker/dealer firms selling Inland's
current and prior programs. Mrs. Gujral works with internal and outside legal
counsel in structuring and registering the prospectuses for IREIC's investment
programs.

Mrs. Gujral has been with Inland for 18 years, becoming an officer in 1982.
Prior to joining Inland, she worked for the Land Use Planning Commission
establishing an office in Portland, Oregon, to implement land use legislation
for that state.

She is a graduate of California State University. She holds Series 7, 22, 39
and 63 licenses from the NASD and is a member of the National Association of
Real Estate Investment Trusts (NAREIT) and the National Association of Female
Executives.

-37-

CATHERINE L. LYNCH (age 40) joined Inland in 1989 and is the Treasurer of
Inland Real Estate Investment Corporation. Ms. Lynch is responsible for
managing the Corporate Accounting Department. Prior to joining Inland, Ms.
Lynch worked in the field of public accounting for KPMG Peat Marwick since
1980. She received her B.S. degree in Accounting from Illinois State
University. Ms. Lynch is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants and the Illinois CPA
Society. She is registered with the National Association of Securities Dealers
as a Financial Operations Principal.

PAUL J. WHEELER (age 46) joined Inland in 1982 and is currently the
President of Inland Real Estate Equities, Inc., the entity responsible for all
corporately owned real estate. Mr. Wheeler received his B.A. degree in
Economics from DePauw University and an M.B.A. in Finance/Accounting from
Northwestern University. Mr. Wheeler is a Certified Public Accountant and
licensed real estate broker. For three years prior to joining Inland, Mr.
Wheeler was Vice President/Finance at the real estate brokerage firm of Quinlan
& Tyson, Inc.

ROBERTA S. MATLIN (age 54) joined Inland in 1984 as Director of Investor
Administration and currently serves as Senior Vice President-Investments.
Prior to that, Ms. Matlin spent 11 years with the Chicago Region of the Social
Security Administration of the United States Department of Health and Human
Services. She is a Director of Inland Real Estate Investment Corporation,
Inland Securities Corporation, and Inland Real Estate Advisory Services, Inc.
As Senior Vice President-Investments, she directs the day-to-day internal
operations of the General Partner. Ms. Matlin received her B.A. degree from
the University of Illinois. She is registered with the National Association of
Securities Dealers, Inc. as a General Securities Principal.

MARK ZALATORIS (age 41) joined Inland in 1985 and currently serves as Vice
President of Inland Real Estate Investment Corporation. His responsibilities
include the coordination of due diligence activities by selling broker/dealers
and is also involved with limited partnership asset management including the
mortgage funds. Mr. Zalatoris is a graduate of the University of Illinois
where he received a Bachelors degree in Finance and a Masters degree in
Accounting and Taxation. He is a Certified Public Accountant and holds a
General Securities License with Inland Securities Corporation.

PATRICIA A. CHALLENGER (age 46) joined Inland in 1985. Ms. Challenger
serves as Senior Vice President of Inland Real Estate Investment Corporation in
the area of Asset Management. As head of the Asset Management Department, she
develops operating and disposition strategies for all investment-owned
properties. Ms. Challenger received her Bachelor's degree from George
Washington University and her Master's from Virginia Tech University. Ms.
Challenger was selected and served from 1980-1984 as Presidential Management
Intern, where she was part of a special government-wide task force to eliminate
waste, fraud and abuse in government contracting and also served as Senior
Contract Specialist responsible for capital improvements in 109 government
properties. Ms. Challenger is a licensed real estate broker, NASD registered
securities sales representative and is a member of the Urban Land Institute.

-38-

KELLY TUCEK (age 36) joined Inland in 1989 and is an Assistant Vice
President of Inland Real Estate Investment Corporation. As of August 1996, Ms.
Tucek is responsible for the Investment Accounting Department which includes
all public partnership accounting functions along with quarterly and annual SEC
filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers
and Lybrand since 1984. She received her B.A. Degree in Accounting and
Computer Science from North Central College.

VENTON J. CARLSTON (age 41) joined Inland in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate bookkeeping staff and is responsible for financial statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries. Prior to joining Inland, Mr. Carlston was a partnership
accountant with JMB Realty. He received his B.S. degree in Accounting from
Southern Illinois University. Mr. Carlston is a Certified Public Accountant
and a member of the Illinois CPA Society. He is registered with the National
Association of Securities Dealers, Inc. as a Financial Operations Principal.

Item 11. Executive Compensation

The General Partner is entitled to receive a share of cash distributions, when
the cumulative preferred return in excess of 8% has been made to the Limited
Partners, and a share of profits or losses as described under the caption "Cash
Distributions" at page 44 and "Allocation of Profits or Losses" at pages 43 and
44 of the Prospectus, and at pages A-6 to A-9 of the Partnership Agreement,
included as an exhibit to the Prospectus, which is incorporated herein by
reference. Reference is also made to Note 2 of the Notes to Financial
Statements (Item 8 of this Annual Report) for a description of such
distributions and allocations for 1998.

The Partnership is permitted to engage in various transactions involving
Affiliates of the General Partner of the Partnership, as described under the
captions "Compensation and Fees" at pages 7 and 8 and "Conflicts of Interest"
at pages 9-11 of the Prospectus, and at pages A-11 through A-19 of the
Partnership Agreement, included as an exhibit to the Prospectus, which is
incorporated herein by reference. The relationship of the General Partner (and
its directors and officers) to its Affiliates is set forth above in Item 10.

The General Partner of the Partnership and its Affiliates may be reimbursed for
salaries and direct expenses of employees of the General Partner and its
Affiliates relating to the administration of the Partnership. In 1998, these
expenses amounted to $48,011, of which $472 was unpaid at December 31, 1998.

Affiliates of the General Partner earned $36,134 in management fees for the
year ended December 31, 1998 in connection with managing certain of the
Partnership's properties. All of these were paid prior to December 31, 1998.

-39-

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) No person or group is known by the Partnership to own beneficially more
than 5% of the outstanding Units of the Partnership

(b) The officers and directors of the General Partner of the Partnership
own as a group the following Units of the Partnership:

Amount and Nature
of Beneficial Percent
Title of Class Ownership of Class
-------------- ----------------- --------------
Limited Partnership 165.44 Units Less than 1%
Units directly

No officer or director of the General Partner of the Partnership possesses
a right to acquire beneficial ownership of Units of the Partnership.

All of the outstanding shares of the General Partner of the Partnership are
owned by an Affiliate or its officers and directors as set forth above in
Item 10.

(c) There exists no arrangement, known to the Partnership, the operation of
which may at a subsequent date result in a change in control of the
Partnership.

Item 13. Certain Relationships and Related Transactions

There were no significant transactions or business relationships with the
General Partner, Affiliates or their management other than those described in
Items 10 and 11 above and Note 6 of the Notes to Financial Statements (Item 8
of this Annual Report).

-40-

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The Financial Statements listed in the index at page 15 of this Annual
Report are filed as part of this Annual Report.

(b) Exhibits. The following documents are filed as part of this report:

3 Amended and Restated Agreement of Limited Partnership and Amended
and Restated Certificate of Limited Partnership, included as Exhibits
A and B of the Prospectus dated August 3, 1987, as supplemented, are
incorporated herein by reference thereto.

4 Form of Certificate of Ownership representing interests in the
registrant filed as Exhibit 4 to Registration Statement on Form S-11,
File No. 33-13509, is incorporated herein by reference thereto.

28 Prospectus dated August 3, 1987, as supplemented, included in Post-
effective Amendment No. 4 to Form S-11 Registration Statement, File
No. 33-13509, is incorporated herein by reference thereto.

Financial statement schedules for the years ended December 31, 1998,
1997 and 1996 are submitted herewith.

Page

Real Estate and Accumulated Depreciation (Schedule III)... 32

Schedules not filed:

All schedules other than those indicated in the index have been
omitted as the required information is inapplicable or the information
is presented in the financial statements or related notes.

(d) Reports on Form 8-K:

None.

No Annual Report or proxy material for the year 1998 has been sent to the
Partners of the Partnership. An Annual Report will be sent to the Partners
subsequent to this filing and the Partnership will furnish copies of such
report to the Commission when it is sent to the Partners.

-41-

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

INLAND'S MONTHLY INCOME FUND, L.P.
Inland Real Estate Investment Corporation
General Partner

/s/ Robert D. Parks

By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 29, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

By: Inland Real Estate Investment Corporation
General Partner

/s/ Robert D. Parks

By: Robert D. Parks
Chairman of the Board
and Chief Executive Officer
Date: March 29, 1999

/s/ Patricia A. Challenger

By: Patricia A. Challenger
Senior Vice President
Date: March 29, 1999

/s/ Kelly Tucek

By: Kelly Tucek
Principal Financial Officer
and Principal Accounting Officer
Date March 29, 1999

/s/ Daniel L. Goodwin

By: Daniel L. Goodwin
Director
Date: March 29, 1999

/s/ Robert H. Baum

By: Robert H. Baum
Director
Date: March 29, 1999

-42-

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 681003
<SECURITIES> 0
<RECEIVABLES> 176350
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 860023
<PP&E> 19041247
<DEPRECIATION> 5522909
<TOTAL-ASSETS> 22106568
<CURRENT-LIABILITIES> 434885
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 18061577
<TOTAL-LIABILITY-AND-EQUITY> 22106568
<SALES> 150141
<TOTAL-REVENUES> 3016936
<CGS> 0
<TOTAL-COSTS> 205400
<OTHER-EXPENSES> 628960
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 147042
<INCOME-PRETAX> 2035534
<INCOME-TAX> 0
<INCOME-CONTINUING> 2035534
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2035534
<EPS-PRIMARY> 34.33
<EPS-DILUTED> 34.33

</TABLE>