INLAND MONTHLY INCOME FUND III INC
POS AM, 1996-07-29
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
     As filed with the Securities and Exchange Commission on July 29, 1996
                                                       REGISTRATION NO. 33-79012

================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ---------------------
                                POST-EFFECTIVE
                               AMENDMENT NO. 11
                                      TO
                                  FORM S-11
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                            ---------------------

                         INLAND REAL ESTATE CORPORATION
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)

                            ---------------------

                             2901 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS  60521
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            ---------------------

                              ROBERT H. BAUM, ESQ.
                         INLAND REAL ESTATE CORPORATION
                             2901 BUTTERFIELD ROAD
                           OAK BROOK, ILLINOIS  60521
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                            ---------------------

                                WITH A COPY TO:
                            MICHAEL J. CHOATE, ESQ.
                         SHEFSKY FROELICH & DEVINE LTD.
                           444 NORTH MICHIGAN AVENUE
                                   SUITE 2500
                            CHICAGO, ILLINOIS  60611

                            ---------------------



================================================================================
<PAGE>   2

                         INLAND REAL ESTATE CORPORATION
                        POST-EFFECTIVE AMENDMENT NO. 11



                            DEREGISTRATION OF SHARES

     Inland Real Estate Corporation f/k/a Inland Monthly Income Fund III, Inc.
(the "Company") filed a Registration Statement on Form S-11 which was declared
effective on October 14, 1994 pursuant to which the Company registered
6,000,000 shares of common stock (the "Shares") including 5,000,000 Shares to
be offered on a "best efforts" basis and 1,000,000 Shares offered for
distribution to individuals participating in the Company's Distribution
Reinvestment Program (the "DRP").

     As of July 22, 1996, the Company had offered and sold all 5,000,000 Shares
available for distribution on a "best efforts" basis.  An additional 78,509.147
Shares were issued to individuals participating in the DRP.  The Company has
determined to terminate, as of July 22, 1996, the offering of Shares evidenced
by this Registration Statement and hereby deregisters the remaining 921,490.853
which were registered for distribution to individuals participating in the
Company's DRP.


<PAGE>   3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-11 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook,
State of Illinois, on the 29th day of July, 1996.


                             INLAND REAL ESTATE CORPORATION


                             By:  /s/Robert D. Parks 
                                  ----------------------------------

                                  Title: President, Chief Executive Officer, 
                                         Chief Operating Officer and Chairman 
                                         of the Board of Directors

<PAGE>   4

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:

           Name                         Title                          Date


/s/Robert D. Parks              President, Chief Executive         July 29, 1996
- ----------------------------    Officer, Chief Operating Officer 
Robert D. Parks                 and Chairman of the Board of 
                                Directors           
                             
                                                             
   
/s/G. Joseph Cosenza            Director                           July 29, 1996
- ----------------------------   
G. Joseph Cosenza   
   
   
   
/s/Cynthia M. Hassett           Secretary, Treasurer and           July 29, 1996
- ----------------------------    Chief Financial Officer 
Cynthia M. Hassett              (Principal Accounting Officer)
                                                                   
   
   
/s/Roland W. Burris             Director                           July 29, 1996
- ----------------------------   
Roland W. Burris   
   
   
/s/Douglas R. Finlayson, M.D.   Director                           July 29, 1996
- -----------------------------                                      
Douglas R. Finlayson, M.D.  
  
  
/s/Heidi N. Lawton              Director                           July 29, 1996
- -----------------------------  
Heidi N. Lawton  




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