INLAND REAL ESTATE CORP
8-K, 1998-12-14
REAL ESTATE INVESTMENT TRUSTS
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As filed with the Securities and Exchange Commission on December 14, 1998


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                      Date of Report:  November 30, 1998
                       (Date of earliest event reported)



                        Inland Real Estate Corporation
            (Exact name of registrant as specified in the charter)



        Maryland                         0-28382              36-3953261

(State or other jurisdiction     (Commission File No.)       (IRS Employer
  of incorporation)                                        Identification No.)



                             2901 Butterfield Road
                          Oak Brook, Illinois  60523
                   (Address of Principal Executive Offices)


                                (630) 218-8000
              (Registrant's telephone number including area code)


                                Not Applicable
         (Former name or former address, if changed since last report)











                                      -1-



Item 2. Acquisition or Disposition of Assets

Since our last Form 8-K  filing  on  October  22,  1998, we have acquired eight
additional properties and consumated a  joint  venture  transaction.  As of the
acquisition of Marketplace at Six  Corners  on November 30, 1998, the aggregate
purchase prices of these properties exceeded  10 percent of our total assets as
of December 31, 1997, and accordingly, we are filing this Form 8-K.

Inland Joliet Commons L.L.C., Joliet, Illinois

On October 30, 1998,  we  consummated  a  joint venture transaction with B.I.J.
Limited Partnership, an Illinois  limited  partnership  ("BIJ").  To effect the
transaction, we formed  a  limited  liability  company  known as "Inland Joliet
Commons L.L.C." (the "LLC") to  own  and operate Joliet Commons Shopping Center
("Joliet Commons Shopping  Center")  located  at  U.S.  30  and  Willow Road in
Joliet, Illinois.  Pursuant to  the  LLC Operating Agreement (the "Agreement"),
we contributed approximately  $52,000  in  cash  to  obtain  a one percent (1%)
equity interest in the LLC.   BIJ contributed Joliet Commons Shopping Center to
the LLC,  which  was  valued  at  approximately  $5,100,000,  ($19,800,000 less
indebtedness of $14,700,000),  to  obtain  a  ninety-nine  percent (99%) equity
interest in the LLC.  In  accordance  with  the Agreement, BIJ may transfer its
equity interest in the LLC to certain persons as provided for in the Agreement.
Each holder of an equity  interest  in  the  LLC  has the option to convert its
equity interest into shares of our common  stock (an "Exchange").  No holder of
an equity interest in the LLC, however,  may Exchange its equity interest for a
period of one year from the effective date of the Agreement.

Additionally, the Agreement provides that  if  our stock is not publicly traded
on a national securities exchange  or  designated on the NASDAQ National Market
System within a period of two  years  from the effective date of the Agreement,
then any holder of an equity interest in the LLC may require us to purchase all
or any portion of its  equity  interest  at  a price calculated pursuant to the
formula set forth in  the  Agreement.    Our  obligation to purchase a holder's
equity interest in the LLC  terminates  if  and when our stock becomes publicly
traded on  a  national  securities  exchange  or  is  designated  on the NASDAQ
National Market System.  In  connection  with this transaction, we also entered
into a Registration Rights  Agreement  which  grants  to  a holder of an equity
interest in the LLC the right, subject to certain restrictions, to request that
we register all or any  portion  of  the  shares  of our stock which the holder
receives as a result of an Exchange.

















                                      -2-



Joliet Commons Shopping Center is  a  Community  Center  located at U.S. 30 and
Willow Road in Joliet, Illinois.    It  was  built  in 1995 and is a one-story,
multi-tenant retail facility.  Joliet  Commons Shopping Center contains 159,184
leasable square feet.  As of  November  1, 1998, Joliet Commons Shopping Center
was 97% leased (100% leased if the  master  lease, which lasts for one year, is
considered).  When we evaluated  Joliet  Commons Shopping Center as a potential
acquisition,  we  considered   a   variety   of   factors  including  location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates, and occupancy.  We believe that the center is located within a
vibrant economic area.  We did  not  consider any other factors when we decided
to acquire the property.  

We do not anticipate making any  significant repairs and improvements to Joliet
Commons Shopping Center over the next few  years.   However, if we were to make
any repairs or  improvements,  a  substantial  portion  of  any monies spent on
repairs and improvements would be paid by the tenants, pursuant to the terms of
our leases with these tenants.

The table below sets forth the occupancy rate at Joliet Commons Shopping Center
expressed as a percentage of total  gross  leasable area and the average annual
base rent per square foot:

                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------
               1997                        100                     11.74
               1996                         81                      9.54
               1995                         59                      6.72

Tenants leasing more than 10% of the  total gross leasable area of the property
are Cinemark, a theater, Petsmart, a pet store, Barnes and Noble, a book store,
Old Navy, a clothes  store  and  M.C.  Sports,  a  sporting goods store.  These
leases require the tenants  to  pay  base  annual  rent  on  a monthly basis as
follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total     Year           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------
Cinemark            35,152        22        12.70       Currently    12/31/02
                                            13.20       01/01/03     12/31/07
                                            13.70       01/01/08     12/31/16

Petsmart            25,425        16         8.72       Currently    01/31/05
                                             9.22       02/01/05     01/31/10
  Option 1                                   9.72       02/01/10     01/31/15
  Option 2                                  10.22       02/01/15     01/31/20
  Option 3                                  10.72       02/01/20     01/31/25
  Option 4                                  11.22       02/01/25     01/31/30
  Option 5                                  11.72       02/01/30     01/31/35


                                      -3-



                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total     Year           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------
Barnes and Noble    20,000        13        13.45       Currently    01/31/01
                                            14.20       02/01/01     01/31/06
  Option 1                                  14.95       02/01/06     01/31/11
  Option 2                                  15.70       02/01/11     01/31/16

Old Navy            17,000        11        11.00       Currently    07/31/00
                                            13.00       08/01/00     07/31/05
  Option 1                                  14.00       08/01/05     07/31/10
  Option 2                                  15.00       08/01/10     07/31/15

M.C. Sports         15,000         9         8.50       Currently    01/31/99
                                             9.25       02/01/99     01/31/01
                                            10.00       02/01/01     01/31/06
  Option 1                                  11.00       02/01/06     01/31/11
  Option 2                                  12.00       02/01/11     01/31/16

For federal  income  tax  purposes,  the  depreciable  basis  in Joliet Commons
Shopping  Center  will  be  approximately   $15,400,000.    When  we  calculate
depreciation expense, for tax purposes,  we  will use the straight-line method.
We will depreciate buildings and improvements based upon estimated useful lives
of 40 years. 

Real estate taxes payable in 1998  for  the  tax year ended 1997 were $339,330.
The real estate taxes payable were calculated by multiplying the assessed value
of the property by an equalizer of 1.0 and a tax rate of 10.2385%.

On November 1, 1998, a total of  154,544  square feet was leased to ten tenants
at Joliet Commons Shopping Center.   The following tables set forth information
with respect to the amount of  and  expiration  of the leases at this Community
Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------

Cinemark            35,152      12/16        -         446,430         12.70
Petsmart            25,425      01/10     5/5 yr.      221,706          8.72
Barnes & Noble      20,000      01/06     2/5 yr.      269,000         13.45
Old Navy            17,000      07/05     2/5 yr.      187,000         11.00
Carpet Outlet        8,000      01/02     2/5 yr.       80,000         10.00
Cosmetic Center      6,607      01/06     2/5 yr.       99,105         15.00
M.C. Sports         15,000      01/06     2/5 yr.      127,500          8.50
LA-Z Recliner Shop  12,720      01/07     2/5 yr.      127,200         10.00
Hometown Buffet     10,000      12/11     2/5 yr.      120,000         12.00
Jewelry 3            4,640      11/05     3/5 yr.       92,800         20.00
Vacant               4,640




                                      -4-




<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998           -          -           -        1,774,636        -           -             -

   1999           -          -           -        1,785,886        -           -             -

   2000           -          -           -        1,785,886        -           -             -

   2001           -          -           -        1,852,082        -           -             -

   2002           1         8,000      84,000     1,880,908      10.50        5.18          4.47

   2003           -          -           -        1,819,628        -           -             -

   2004           -          -           -        1,819,628        -           -             -

   2005           2        21,640     327,720     1,832,340      15.14       14.00         17.89

   2006           3        41,607     536,276     1,504,620      12.89       26.92         35.64

   2007           1        12,720     139,920       985,920      11.00        8.23         14.19


(1) We made no assumptions regarding the re-leasing of expired leases.  It is the opinion 
of the Company's management that the  space  will  be  re-leased  at  market rates at the time of re-
leasing.

</TABLE>



We received an appraisal prepared by  an  independent appraiser who is a member
in good standing of  the  American  Institute  of  Real Estate Appraisers.  The
appraisal reported a fair market  value  for the Joliet Commons Shopping Center
property as of  February  25,  1998,  of  $20,000,000.    You  should note that
appraisals are estimates of value and  therefore  you should not rely upon them
as a measure of true worth or realizable value.








                                      -5-



Springboro Plaza, Springboro, Ohio

On November  12,  1998,  we  purchased  the  entire  fee  simple  interest in a
Community Center located at Route 73  and Pioneer Boulevard in Springboro, Ohio
known as "Springboro Plaza."  We  purchased Springboro Plaza from Midwest Strip
Center Partners, an unaffiliated third party, for approximately $9,295,000.  We
paid for Springboro Plaza using cash  and cash equivalents.  The purchase price
was approximately $60.34  per  square  foot,  which  we  concluded was fair and
reasonable based on, among  other  things,  an  appraisal  that we received and
presented to our board of directors. 

Springboro Plaza, built in 1992,  is a one-story, multi-tenant retail facility.
Springboro Plaza contains 154,034  leasable  square  feet.   As of November 19,
1998, Springboro Plaza was 100% leased.   When we evaluated Springboro Plaza as
a potential acquisition, we considered a variety of factors including location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates, and occupancy.  We believe that the center is located within a
vibrant economic area.   The  center  is  newly  constructed  and has a grocery
store, Kroger as its anchor.   We  did  not  consider any other factors when we
decided to acquire the property.  

We do  not  anticipate  making  any  significant  repairs  and  improvements to
Springboro Plaza over the next  few  years.    However,  if we were to make any
repairs or improvements, a substantial  portion  of any monies spent on repairs
and improvements would be paid by  the  center's tenants, pursuant to the terms
of our leases with these tenants.

The table below sets forth the  occupancy rate at Springboro Plaza expressed as
a percentage of total gross leasable area  and the average annual base rent per
square foot:


                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------

               1997                        100                     5.80
               1996                        100                     6.04
               1995                        100                     5.94
               1994                        100                     5.96
               1993                        100                     5.96













                                      -6-



Tenants leasing more than 10% of the  total gross leasable area of the property
are Kroger, a grocery store and Kmart,  a discount store.  These leases require
the tenants to pay base annual rent on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------

Kroger               56,634       37         6.56       Currently    04/30/17
  Option 1                                   6.56       05/01/17     04/30/22
  Option 2                                   6.56       05/01/22     04/30/27
  Option 3                                   6.56       05/01/27     04/30/32
  Option 4                                   6.56       05/01/32     04/30/37
  Option 5                                   6.56       05/01/37     04/30/42

Kmart                91,266       59         5.25       Currently    06/30/17
  Option 1                                   5.25       07/01/17     06/30/22
  Option 2                                   5.25       07/01/22     06/30/27
  Option 3                                   5.25       07/01/27     06/30/32
  Option 4                                   5.25       07/01/32     06/30/37
  Option 5                                   5.25       07/01/37     06/30/42


For federal income tax purposes, our depreciable basis in Springboro Plaza will
be approximately $7,000,000.  When  we  calculate depreciation expense, for tax
purposes, we will use the  straight-line  method.   We depreciate buildings and
improvements based upon estimated useful lives of 40 years. 

Real estate taxes paid in 1998 for the  tax year ended 1997 were $114,890.  The
real estate taxes payable were calculated  by multiplying the assessed value by
a tax rate of 3.3865%.

On November 19, 1998, a total of 154,034 square feet was leased to four tenants
at Springboro Plaza.  The  following  tables set forth information with respect
to the amount of and expiration of the leases at this Community Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------

Kroger              56,634      04/17     5/5 yr.      371,519          6.56
Kmart               91,266      06/17     5/5 yr.      479,147          5.25
China Garden         4,000      02/03     1/5 yr.       48,000         12.00
Classic Cards        2,134      11/03     1/5 yr.       24,157         11.00









                                      -7-



<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998          -           -           -        922,140          -           -             -

   1999          -           -           -        923,207          -           -             -

   2000          -           -           -        924,274          -           -             -

   2001          -           -           -        925,341          -           -             -

   2002          -           -           -        926,408          -           -             -

   2003          2          6,134      75,742     926,408        12.35        3.98          8.18

   2004          -           -           -        850,666          -           -             -

   2005          -           -           -        850,666          -           -             -

   2006          -           -           -        850,666          -           -             -

   2007          -           -           -        850,666          -           -             -


(1) We made no assumptions regarding the re-leasing of expired leases.  It is the opinion 
of our management that the space will be re-leased at market rates at the time of re-leasing.

</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a fair market value for the Springboro Plaza property as
of October 16,  1998,  of  $9,500,000.    You  should  note that appraisals are
estimates of value and, therefore, you  should  not rely upon them as a measure
of true worth or realizable value.


Riverplace Centre, Noblesville, Indiana

On November  12,  1998,  we  purchased  the  entire  fee  simple  interest in a
Neighborhood  Retail  Center  located  at  Logan  Street  and  Nixon  Street in
Noblesville, Indiana known  as  "Riverplace  Centre".   We purchased Riverplace
Centre from Midwest Strip  Center  Partners,  an  unaffiliated third party, for
approximately $6,065,000.  We paid  for  Riverplace  Centre using cash and cash
equivalents.  The  purchase  price  was  approximately  $81.51 per square foot,
which we concluded was fair  and  reasonable  based  on, among other things, an
appraisal that we received and presented to our board of directors. 


                                      -8-



Riverplace Centre, built in 1992 and  added  to in 1994, is a one-story, multi-
tenant retail facility.    Riverplace  Centre  contains  74,414 leasable square
feet.  As of November 19,  1998,  Riverplace  Centre  was 100% leased.  When we
evaluated Riverplace Centre as a potential acquisition, we considered a variety
of factors including location, demographics, tenant mix, price per square foot,
existing rental rates compared to market rates, and occupancy.  We believe that
the center is located within  a  vibrant  economic  area.   The center is newly
constructed and has a grocery store, Kroger as its anchor.  We did not consider
any other factors when we decided to acquire the property.  

We do  not  anticipate  making  any  significant  repairs  and  improvements to
Riverplace Centre over the next few  years.    However,  if we were to make any
repairs or improvements, a substantial  portion  of any monies spent on repairs
and improvements would be paid by  the  center's tenants, pursuant to the terms
of our leases with these tenants.

The table below sets forth the occupancy rate at Riverplace Centre expressed as
a percentage of total gross leasable area  and the average annual base rent per
square foot:

                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------
               1997                        100                     8.10
               1996                        100                     8.07
               1995                        100                     8.00
               1994*                       100                     5.42
               1993*                       100                     7.25

* As of December 31, 1993,  only  the  50,000 square foot Kroger store existed.
During 1994, the additional 24,414 square feet was completed and leased in July
and August.

Tenants leasing more than 10% of the  total gross leasable area of the property
are Kroger, a grocery store and  Fashion Bug, a discount women's clothes store.
These leases require the tenants to pay  base annual rent on a monthly basis as
follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------
Kroger              50,000        67         7.25       Currently    01/31/12
  Option 1                                   7.25       02/01/12     01/31/17
  Option 2                                   7.25       02/01/17     01/31/22
  Option 3                                   7.25       02/01/22     01/31/27
  Option 4                                   7.25       02/01/27     01/31/32
  Option 5                                   7.25       02/01/32     01/31/37
  Option 6                                   7.25       02/01/37     01/31/42

Fashion Bug         10,800        15         7.50       Currently    01/31/05
  Option 1                                   8.00       02/01/05     01/31/10
  Option 2                                   8.50       02/01/10     01/31/15
  Option 3                                   9.00       02/01/15     01/31/20
  Option 4                                   9.50       02/01/20     01/31/25



                                      -9-



For federal income tax  purposes,  our  depreciable  basis in Riverplace Centre
will be approximately $4,500,000.   When we calculate depreciation expense, for
tax purposes, we will use  the  straight-line  method.  We depreciate buildings
and improvements based upon estimated useful lives of 40 years. 

Real estate taxes paid in 1998 for  the  tax year ended 1997 were $99,564.  The
real estate taxes payable were calculated by multiplying the taxable value by a
tax rate of 10.4118%.

On November 19, 1998,  a  total  of  74,414  square  feet  was leased to eleven
tenants at Riverplace Centre.  The  following tables set forth information with
respect to the amount  of  and  expiration  of  the leases at this Neighborhood
Retail Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------

Stewart Title        1,400      08/99        -          18,200         13.00
Fashion Bug         10,800      01/05     4/5 yr.       81,000          7.50
Great Clips          1,400      06/99     1/5 yr.       18,550         13.25
H & R Block          1,460      04/00        -          16,790         11.50
Shatar Rent to Own   3,154      07/99     1/3 yr.       30,752          9.75
Crystal Cleaners     1,400      07/99        -          18,200         13.00
Kroger              50,000      01/12     6/5 yr.      362,500          7.25
Papa John's Pizza    1,200      07/99     2/5 yr.       15,756         13.13
Mail Boxes Etc.      1,200      07/99     1/5 yr.       15,000         12.50
Personal Finance Co  1,200      06/01        -          15,000         12.50
Staffmark            1,200      04/02        -          14,700         12.25



























                                     -10-



<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998          -           -           -        606,448          -           -             -

   1999          6          9,754     116,458     606,448        11.94       13.11         19.20

   2000          1          1,460      16,790     489,990        11.50        1.96          3.43

   2001          1          1,200      15,000     473,200        12.50        1.61          3.17

   2002          1          1,200      14,700     458,200        12.25        1.61          3.21

   2003          -           -           -        443,500          -           -             -

   2004          -           -           -        443,500          -           -             -

   2005          1         10,800      81,000     443,500         7.50       14.51         18.26

   2006          -           -           -        362,500          -           -             -

   2007          -           -           -        362,500          -           -             -


(1) We made no assumptions regarding the re-leasing of expired leases.  It is the opinion 
of our management that the space will be re-leased at market rates at the time of re-leasing.

</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a fair  market  value for the Riverplace Centre property
as of October 15, 1998,  of  $6,200,000.    You should note that appraisals are
estimates of value and, therefore, you  should  not rely upon them as a measure
of true worth or realizable value.


Elmwood Park Shopping Center (Phase I), Elmwood Park, Illinois

On November  16,  1998,  we  purchased  the  entire  fee  simple  interest in a
Neighborhood Retail Center located at  7330-7400  North Avenue in Elmwood Park,
Illinois known as  "Elmwood  Park  Shopping  Center  (Phase  I)".  We purchased
Elmwood Park Shopping Center (Phase I)  from Elmwood Park, LLC, an unaffiliated
third party, for approximately $2,753,000.    We paid for Elmwood Park Shopping
Center (Phase I) using  cash  and  cash  equivalents.    The purchase price was
approximately  $113.74  per  square  foot,  which  we  concluded  was  fair and
reasonable based on, among  other  things,  an  appraisal  that we received and
presented to our board of directors. 


                                     -11-



Elmwood Park Shopping Center (Phase I),  built in 1997, is a one-story, single-
tenant retail facility.  Elmwood Park Shopping Center (Phase I) contains 18,264
leasable square feet.  As  of  November  19, 1998, Elmwood Park Shopping Center
(Phase I) was 100%  leased.    When  we  evaluated Elmwood Park Shopping Center
(Phase I) as  a  potential  acquisition,  we  considered  a  variety of factors
including location, demographics, price per  square foot, existing rental rates
compared to market rates, and occupancy.  We believe that the center is located
within a vibrant economic area.  We  did not consider any other factors when we
decided to acquire the property.  

We do not anticipate making any significant repairs and improvements to Elmwood
Park Shopping Center (Phase I) over the next few years.  However, if we were to
make any repairs or improvements, a  substantial portion of any monies spent on
repairs and improvements would be paid by the center's tenants, pursuant to the
terms of our leases with these tenants.

The table below sets forth the  occupancy  rate at Elmwood Park Shopping Center
(Phase I) expressed  as  a  percentage  of  total  gross  leasable area and the
average annual base rent per square foot:


                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------

               1997                        100                     14.50


One tenant, Total Beverage, a discount  liquor  store, leases 100% of the total
gross leasable area of the  property.    This  lease requires the tenant to pay
base annual rent on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------

Total Beverage      18,264       100         14.50      Currently    08/31/02
                                             16.00      09/01/02     08/31/07
  Option 1                                   17.75      09/01/07     08/31/12
  Option 2                                   19.75      09/01/12     08/31/17
  Option 3                                   21.75      09/01/17     08/31/22

For federal income tax purposes, our depreciable basis in Elmwood Park Shopping
Center  (Phase  I)  will  be  approximately  $2,000,000.    When  we  calculate
depreciation expense, for tax purposes,  we  will use the straight-line method.
We depreciate buildings and improvements  based  upon estimated useful lives of
40 years. 




                                     -12-



Real estate taxes paid in 1998 for  the  tax year ended 1997 were $74,992.  The
real estate taxes payable were calculated  by multiplying the assessed value by
an equilizer of 2.1489% and a tax rate of 11.074%. 

On November 19, 1998, a total of 18,264 square feet was leased to one tenant at
Elmwood Park  Shopping  Center  (Phase  I).    The  following  tables set forth
information with respect to the amount  of  and expiration of the lease at this
Neighborhood Retail Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------

Total Beverage       18,264     08/07     3/5 yr.       264,828        14.50


<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998 -
     2002        -           -           -         264,828         -           -             -

   2003 -
    2006         -           -           -         292,224         -           -             -

   2007          1         18,264     229,224      229,224       16.00       100           100


(1) We made no assumptions regarding the  re-leasing  of  expired  leases.   It is the opinion of our
management that the space will be re-leased at market rates at the time of re-leasing.

</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a fair market value for the Elmwood Park Shopping Center
(Phase I) property, as of  November  4,  1998,  of $2,775,000.  You should note
that appraisals are estimates of value and, therefore, you should not rely upon
them as a measure of true worth or realizable value.





                                     -13-



Marketplace at Six Corners, Chicago, Illinois

On November  30,  1998,  we  purchased  the  entire  fee  simple  interest in a
Neighborhood Retail Center located  at  Irving  Park  Road and Cicero Avenue in
Chicago,  Illinois  known  as  "Marketplace  at  Six  Corners."    We purchased
Marketplace at Six Corners from Six Corners Development L.L.C., an unaffiliated
third party, for approximately $18,875,000  or approximately $161.32 per square
foot.  We paid for the  purchase  price  for this property entirely in cash and
cash equivalents.  We believe the  purchase price was fair and reasonable based
on, among other things, an appraisal  from  a  third party that we received and
presented to our board of directors. 

We subsequently borrowed $11,200,000 and  gave  the lender security interest in
this property.  The loan requires us  to  pay  interest on a monthly basis at a
rate equal to 6.85% per  annum.      The  principal  amount  of the loan is due
December 1, 2003.  We paid loan fees at closing of $56,000.

Marketplace at Six Corners,    built  in  1997,  is comprised of two one-story,
multi-tenant retail facilities, containing  a  total of 117,000 leasable square
feet.  As of November 30, 1998, Marketplace at Six Corners was 100% leased.  We
considered a variety of factors in deciding to purchase this property including
location, demographics, tenant  mix,  price  per  square  foot, existing rental
rates compared to market rates, and  occupancy.   We believe that the center is
located within a densely populated  and  vibrant  economic  area.  We like this
center because  it  is  grocery  anchored,  three  of  the  tenants  are public
companies and the last tenant  is  a  jeweler  who  has been in business for 40
years.

We do not anticipate making  any  significant  repairs and improvements to this
property over the next few years.   However,  if we were to make any repairs or
improvements, the center's tenants are  obligated  to pay a substantial portion
of any monies spent on repairs and improvements.

The table below sets forth  the  occupancy  rate  at Marketplace at Six Corners
expressed as a percentage of total  gross  leasable area and the average annual
base rent per square foot:

                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------
               1997                        98                      15.11













                                     -14-



Tenants leasing more than 10% of the  total gross leasable area of the property
are Marshall's, a discount clothing store and Jewel/Osco, a grocery/drug store.
These leases require the tenants to pay  base annual rent on a monthly basis as
follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------
Marshall's          34,000        29         15.00      Currently    07/31/02
                                             16.00      08/01/02     07/31/07
                                             17.00      08/01/07     01/31/13
  Option 1                                   18.00      02/01/13     01/31/18
  Option 2                                   19.00      02/01/18     01/31/23
  Option 3                                   20.00      02/01/23     01/31/28

Jewel/Osco          70,000        60         15.00      Currently    11/30/12
  Option 1                                   15.00      12/01/12     11/30/27
  Option 2                                   15.00      12/01/27     11/30/42

For federal income tax purposes,  our  depreciable  basis in Marketplace at Six
Corners will be  approximately  $14,000,000.    When  we calculate depreciation
expense, for tax purposes, we will use the straight-line method.  We depreciate
buildings and improvements based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1998  for  the  tax year ended 1997 were $223,362.
The real estate taxes payable were calculated by multiplying the assessed value
by an equalizer of 2.1489% and a tax rate of 8.843%.

On November 30, 1998, a total of 117,000 square feet was leased to five tenants
at Marketplace at Six Corners.  The following tables set forth information with
respect to the amount  of  and  expiration  of  the leases at this Neighborhood
Retail Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Marshall's           34,000     01/13     3/5 yr.    $  510,000       $15.00
Kay-Bee Toy &
  Hobby Shop          5,000     12/02     1/5 yr.       100,000        20.00
Blockbuster Video     6,000     08/07     2/5 yr.       108,000        18.00
Sandberg Jewelers     2,000     03/03        -           36,000        18.00
Jewel/Osco           70,000     11/12    2/15 yr.     1,050,000        15.00











                                     -15-



<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998-
     2001        -           -           -        1,804,000        -           -             -

   2002          1          5,000     100,000     1,804,000      20.00        4.27          5.54

   2003          1          2,000      36,000     1,756,000      18.00        1.71          2.05

   2004-
     2006        -           -           -        1,720,000        -           -             -

   2007          1          6,000     126,000     1,720,000      21.00        5.13          7.33


(1) We made no assumptions regarding the  re-leasing  of  expired  leases.   It is the opinion of our
management that the space will be re-leased at market rates at the time of re-leasing.

</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a fair market  value  for the Marketplace at Six Corners
property, as of  September  8,  1998,  of  $19,000,000.    You should note that
appraisals are estimates of value and, therefore, you should not rely upon them
as a measure of true worth or realizable value.

CarMax - Tinley Park, Tinley Park, Illinois

On December 1, 1998, we purchased  the  entire fee simple interest in a single-
user retail center located  at  18800  South  Oak  Park  Avenue in Tinley Park,
Illinois known as "CarMax - Tinley  Park."    We purchased CarMax - Tinley Park
from Circuit City Stores, Inc.,  an unaffiliated third party, for approximately
$18,900,000 or approximately $199.96  per  square  foot.   We paid the purchase
price for this property entirely in cash  and cash equivalents.  We believe the
purchase price  was  fair  and  reasonable  based  on,  among  other things, an
appraisal from a third party  that  we  received  and presented to our board of
directors. 






                                     -16-



CarMax - Tinley Park,    built  in  1998,  is a one-story, single-tenant retail
facility, containing a total of 94,518 leasable square feet.  As of December 1,
1998, CarMax - Tinley Park was 100% leased.  We considered a variety of factors
in deciding to purchase this  property including location, demographics, tenant
mix, price per square foot, existing rental rates compared to market rates, and
occupancy.  We believe that  the  center  is  located within a vibrant economic
area.  We liked the fact that the  lease for this property is with Circuit City
Stores, Inc., which is a public company.

We do not anticipate making any  significant repairs and improvements to CarMax
- - Tinley Park over the next few years.  However, if we were to make any repairs
or improvements, the center's tenant is  obligated to pay a substantial portion
of any monies spent on repairs and improvements.

Circuit City Stores, Inc.  (CarMax).  leases  100%  of the total gross leasable
area of the property.  This lease  requires  the tenant to pay base annual rent
on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------

Circuit City Stores,
  Inc. (CarMax)      94,518      100         20.36      Currently    01/31/21

For federal income tax purposes, our  depreciable basis in CarMax - Tinley Park
will be approximately $11,500,000.  When we calculate depreciation expense, for
tax purposes, we will use  the  straight-line  method.  We depreciate buildings
and improvements based upon estimated  useful  lives  of  40 years.  The tenant
will pay all real estate taxes directly.

On December 1, 1998, a total of 94,518  square feet was leased to one tenant at
CarMax - Tinley Park.  The  following tables set forth information with respect
to the amount of and expiration of the lease at this single-user retail center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Circuit City Stores,
  Inc. (CarMax)     94,518      01/21    2/10 yr.     1,924,020        20.36













                                     -17-



<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases         Rent      Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998-
     2007         -          -           -        1,924,020        -           -             -


</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported  a  fair  market  value  for  the  CarMax  - Tinley Park
property, as of June 22, 1998, of $19,000,000.  You should note that appraisals
are estimates of value  and,  therefore,  you  should  not  rely upon them as a
measure of true worth or realizable value.


CarMax - Schaumburg, Schaumburg, Illinois

On December 1, 1998, we purchased  the  entire fee simple interest in a single-
user retail center located at 250  East Golf Road in Schaumburg, Illinois known
as "CarMax - Schaumburg."  We  purchased  CarMax - Schaumburg from Circuit City
Stores, Inc., an  unaffiliated  third  party,  for approximately $20,600,000 or
approximately $220.72 per square foot.    We  paid  the purchase price for this
property entirely in cash and cash  equivalents.  We believe the purchase price
was fair and reasonable based on, among other things, an appraisal from a third
party that we received and presented to our board of directors. 

CarMax - Schaumburg,    built  in  1998,  is  a one-story, single-tenant retail
facility, containing a total of 93,333 leasable square feet.  As of December 1,
1998, CarMax - Schaumburg was 100% leased.   We considered a variety of factors
in deciding to purchase this  property including location, demographics, tenant
mix, price per square foot, existing rental rates compared to market rates, and
occupancy.  We believe that  the  center  is  located within a vibrant economic
area.  We liked the fact that  the lease for this property is with Circuit City
Stores, Inc., which is a public company.

We do not anticipate making any  significant repairs and improvements to CarMax
- - Schaumburg over the next few years.   However, if we were to make any repairs
or improvements, the center's tenant is  obligated to pay a substantial portion
of any monies spent on repairs and improvements.




                                     -18-



Circuit City Stores, Inc.  (CarMax),  leases  100%  of the total gross leasable
area of the property.  This lease  requires  the tenant to pay base annual rent
on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------

Circuit City Stores,
  Inc. (CarMax)      93,333      100         22.47      Currently    01/31/21

For federal income tax purposes,  our  depreciable basis in CarMax - Schaumburg
will be approximately $12,700,000.  When we calculate depreciation expense, for
tax purposes, we will use  the  straight-line  method.  We depreciate buildings
and improvements based upon estimated  useful  lives  of  40 years.  The tenant
will pay all real estate taxes directly.

On December 1, 1998, a total of 93,333  square feet was leased to one tenant at
CarMax - Schaumburg.  The  following  tables set forth information with respect
to the amount of and expiration of the lease at this single-user retail center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Circuit City Stores,
  Inc. (CarMax)     93,333      01/21    2/10 yr.     2,097,084        22.47


<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases         Rent      Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998-
     2007         -          -           -        2,097,084        -           -             -


</TABLE>



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal  reported  a  fair  market  value  for  the  CarMax  - Schaumburg
property, as of July 28, 1998, of $21,000,000.  You should note that appraisals
are estimates of value  and,  therefore,  you  should  not  rely upon them as a
measure of true worth or realizable value.


                                     -19-



Staples, Freeport, Illinois

On December 2, 1998, we purchased  the  entire fee simple interest in a single-
user retail center located at  1722-1724  S.  West Avenue in Freeport, Illinois
known as "Staples."    We  purchased  Staples  from Freeport Development Group,
L.L.C.,  an  unaffiliated   third   party,   for  approximately  $2,694,000  or
approximately $112.02 per square foot.  We paid for the purchase price for this
property entirely in cash and cash  equivalents.  We believe the purchase price
was fair and reasonable based on, among other things, an appraisal from a third
party that we received and presented to our board of directors. 

Staples,   built  in  1998,  is  a  one-story,  single-tenant  retail facility,
containing a total of 24,049  leasable  square  feet.   As of December 2, 1998,
Staples was 100% leased.   We  considered  a  variety of factors in deciding to
purchase this property including location, demographics, price per square foot,
existing rental rates compared to market rates, and occupancy.  We believe that
the center is located within a vibrant economic area.  

We do not anticipate making any significant repairs and improvements to Staples
over the  next  few  years.    However,  if  we  were  to  make  any repairs or
improvements, the tenant  is  obligated  to  pay  a  substantial portion of any
monies spent on repairs and improvements.

One tenant, Staples, an office  supply  store,  leases  100% of the total gross
leasable area of the property.    This  lease  requires  the tenant to pay base
annual rent on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------

Staples              24,049      100         11.50      Currently    09/30/13
  Option 1                                   12.00      10/01/13     09/30/18
  Option 2                                   12.50      10/01/18     09/30/23
  Option 3                                   13.00      10/01/23     09/30/28
  Option 4                                   13.50      10/01/28     09/30/33

For federal income  tax  purposes,  our  depreciable  basis  in Staples will be
approximately $2,000,000.   When  we  calculate  depreciation  expense, for tax
purposes, we will use the  straight-line  method.   We depreciate buildings and
improvements based upon estimated useful lives of 40 years. 

On December 2, 1998, a total of 24,049  square feet was leased to one tenant at
Staples.  The following tables set forth information with respect to the amount
of and expiration of the lease at this single-user retail center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------

Staples             24,049      09/13     4/5 yr.      276,564         11.50


                                     -20-



<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998-
     2007        -           -           -         276,564         -           -             -


</TABLE>


We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a  fair  market  value  for  the Staples property, as of
April 15, 1998, of $2,725,000.   You  should note that appraisals are estimates
of value and, therefore, you should  not  rely  upon  them as a measure of true
worth or realizable value.


Park Center, Tinley Park, Illinois

On December 4, 1998, we purchased the entire fee simple interest in a Community
Center located at 16024  S.  Harlem  Avenue  in  Tinley Park, Illinois known as
"Park Center."   We  purchased  Park  Center  from  Prudential Insurance Co. of
America,  an  unaffiliated  third   party,  for  approximately  $15,500,000  or
approximately $80.24 per square foot.   We  paid for Park Center using cash and
cash equivalents.  We believe the  purchase price was fair and reasonable based
on, among other things, an appraisal  from  a  third party that we received and
presented to our board of directors. 

Park Center,  built  in  1988,  is  a  one-story, multi-tenant retail facility,
containing a total of 193,179 leasable  square  feet.   As of December 4, 1998,
Park Center was 79% leased (100%  leased  if  the master lease, which lasts for
three years, is considered).  We considered a variety of factors in deciding to
purchase this property including location,  demographics, tenant mix, price per
square foot, existing rental rates compared to market rates, and occupancy.  We
believe that the center is located within a vibrant economic area.  

We anticipate making approximately $395,000 of repairs and improvements to Park
Center over the next few years, primarily for parking lot overlay.  We will pay
for these improvements from working capital reserves.







                                     -21-



The table below sets forth  the  occupancy  rate  at Park Center expressed as a
percentage of total gross leasable  area  and  the average annual base rent per
square foot:

                                     Occupancy Rate              Effective
                                          as of                Annual Rental
                                      December 31,           Rate Per Leasable
            Year Ending               of Each Year               Square Ft
           December 31,                    (%)                      ($)
           ------------               ------------             -------------
               1997                        74                      6.94
               1996                        68                      7.22
               1995                        90                      9.75
               1994                        93                      9.04
               1993                        96                      5.16

One tenant, Cub Foods, a grocery store, leases more than 10% of the total gross
leasable area of the property.    This  lease  requires  the tenant to pay base
annual rent on a monthly basis as follows:

                                           Base Rent   
                                          Per Square 
                  Approximate               Foot Per
                     GLA       % of Total    Annum           Lease Term
  Lessee            Leased        GLA         ($)       Beginning       To
   -----------    ----------- ----------- ------------ ------------ ---------
Cub Foods           61,000        32        6.50        Current      08/31/08
  Option 1                                  7.00        09/01/08     08/31/13
  Option 2                                  7.50        09/01/13     08/31/18
  Option 3                                  8.00        09/01/18     08/31/23
  Option 4                                  8.50        09/01/23     08/31/28
  Option 5                                  9.00        09/01/28     08/31/33

For federal income tax purposes, our  depreciable  basis in Park Center will be
approximately $11,600,000.   When  we  calculate  depreciation expense, for tax
purposes, we will use the  straight-line  method.   We depreciate buildings and
improvements based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1998  for  the  tax year ended 1997 were $840,380.
The real estate taxes payable were calculated by multiplying the assessed value
by an equalizer of 2.1489% and a tax rate of 12.390%.

On December 4, 1998, a total of  153,050 square feet was leased to twenty-eight
tenants at Park  Center.    The  following  tables  set  forth information with
respect to the amount of and expiration of the leases at this Community Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Old Country Buffet   10,000     12/03     2/5 yr.      109,900         10.99
Radio Shack           3,125     01/99        -         331,250         10.00
Cub Foods            61,000     08/08     5/5 yr.      396,500          6.50
Firestone Tire        6,600     02/99        -          82,500         12.50
H & R Block           1,200     04/02     1/5 yr.       20,700         17.25
McDonald's            5,089     10/08     2/5 yr.       54,045         10.62
Blockbuster Video     6,400     09/03     2/5 yr.       86,400         13.50


                                     -22-



                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Subway Sandwiches     1,600     03/00     1/5 yr.       27,200         17.00
Dana's Hallmark       4,375     12/01        -          48,125         11.00
Currency Exchange     1,600     11/03        -          31,200         19.50
RPM Cellular          1,600     10/01        -          22,400         14.00
One Hour Cleaners     1,300     04/99        -          23,374         17.98
Dark Side of
  the Sun             1,755     04/01     1/1 yr.       17,550         10.00
The Collectors 
  Gallery             1,620     01/99     2/3 yr.       23,490         14.50
TCF Consumer 
  Financial           1,200     09/99     1/4 yr.       20,400         17.00
Amazing Fantasy
  Comics              1,200     01/01        -          14,400         12.00
Amato Hair Design     1,200     12/01        -          18,000         15.00
Tinley Park Florist   1,200     05/99        -          18,600         15.50
Insure One            1,200     08/01        -          18,720         15.60
Optimal Dental        1,200     06/02     1/5 yr.       16,800         14.00
El Famous Burrito     1,650     02/02    1/10 yr.       39,287         23.81
Able Camera           1,200     04/01     1/5 yr.       19,800         16.50
Kenny's for Ribs      2,350     03/02     2/3 yr.       33,558         14.28
We Care Hair          1,225Month to Month    -          28,775         23.49
Nail Salon            1,225     11/00        -          21,609         17.64
Chuck E. Cheese       9,040     01/99        -         149,160         16.50
Bud's Sport's 
  Place IV           10,514     08/07        -          97,149          9.24
Powerhouse Gym       11,382     10/08        -          79,674          7.00
Vacant               40,129


<TABLE>
<CAPTION>

                                                              Average     Percent of    Percent of
                                                              Base Rent      Total      Annual Base
                                     Annual Base    Total     Per Square  Building GLA     Rent
                        Approx. GLA   Rent of       Annual    Foot Under  Represented   Represented  
  Year       Number of  of Expiring  Expiring       Base      Expiring    by Expiring   By Expiring
 Ending       Leases      Leases     Leases        Rent (1)   Leases        Leases       Leases 
December 31,  Expiring  (Sq. Ft.)       ($)          ($)         ($)          (%)          (%)
- -----------  ---------  ----------- -----------  -----------  ----------  ------------- -----------
   <S>       <C>        <C>         <C>          <C>          <C>         <C>               <C>

   1998          -          -            -        1,549,467        -           -             -

   1999          7        24,085      349,374     1,544,361      14.51       12.47         24.22

   2000          2         2,825       51,014     1,218,775      18.06        1.46          4.58

   2001          7        12,530      169,845     1,186,156      13.56        6.49         14.32

   2002          4         6,400      113,589       995,294      17.75        3.31         11.41

   2003          3        18,000      244,720       928,207      13.60        9.32         26.36

   2004          -          -            -          689,746        -           -             -

   2005          -          -            -          701,128        -           -             -

   2006          -          -            -          712,510        -           -             -

   2007          1        10,514      102,091       712,510       9.71        5.44         14.33


(1) We made no assumptions regarding the  re-leasing  of  expired  leases.   It is the opinion of our
management that the space will be re-leased at market rates at the time of re-leasing.

</TABLE>


                                     -23-



We received a letter appraisal  prepared  by  an independent appraiser who is a
member in good standing of  the  American  Institute of Real Estate Appraisers.
The appraisal reported a fair market value  for the Park Center property, as of
July 3, 1998, of $15,600,000.  You should note that appraisals are estimates of
value and, therefore, you should not rely  upon them as a measure of true worth
or realizable value.


Item 5.  Other Events

Elmwood Park Shopping Center (Phase II).  

On November 16, 1998, we  purchased  the  entire fee simple interest in Elmwood
Park Shopping Center (Phase I).    We  now anticipate purchasing the entire fee
simple interest in a  property  known  as  "Elmwood Park Shopping Center (Phase
II)."  Elmwood Park Shopping Center  (Phase II) is a Neighborhood Retail Center
located adjacent to Elmwood Park Shopping Center (Phase I) on West North Avenue
in Elmwood Park, Illinois.   Phase  II  is  currently under construction and is
scheduled to be completed in December, 1998.  Phase II consists of a one-story,
two-tenant retail building containing approximately 5,940 leasable square feet.
St. Louis Bread  Company  and  Spring  Communications,  Inc.  have entered into
leases to lease  all  of  Phase  II.    We  anticipate  purchasing Phase II for
approximately $1,402,100.

Plymouth Collection Center, Plymouth, Minnesota

We anticipate  purchasing  the  entire  fee  simple  interest  in  the Plymouth
Collection Center located  in  Plymouth,  Minnesota.   We anticipate purchasing
this property from a seller who is an  unaffiliated third party.

The Plymouth Collection Center was constructed in  1998.  It is a single story,
multi-tenant Neighborhood Retail Center containing 40,815 rentable square feet.
We anticipate  purchasing  the  Plymouth  Collection  Center  for approximately
$6,626,000.

Circuit City, Traverse City, Michigan

We anticipate purchasing  the  entire  fee  simple  interest  in a Circuit City
located in Traverse City,  Michigan.    We  anticipate purchasing this property
from a seller who is an unaffiliated third party.

This property was  constructed  in  1998  and  is  a  single-user retail center
containing 21,337 rentable square feet.  We anticipate purchasing this property
for approximately $2,900,000.

Hawthorn Hills Fashion Square, Vernon Hills, Illinois

We anticipate purchasing the  entire  fee  simple  interest in a Hawthorn Hills
Fashion  Square  located  in  Vernon   Hills,  Illinois.    This  property  was
constructed in 1986 and is a single story multi-tenant retail center containing
204,584 rentable square  feet.    We  anticipate  purchasing  this property for
approximately $20,000,000.





                                     -24-



Colonial Plaza Shopping Center, Bloomington, Illinois

We anticipate purchasing the  entire  fee  simple  interest in a Colonial Plaza
Shopping  Center  located  in   Bloomington,   Illinois.    This  property  was
constructed in 1962 and is a single story multi-tenant retail center containing
229,616 rentable square  feet.    We  anticipate  purchasing  this property for
approximately $13,700,000.


Hollywood Video, Hammond, Indiana

We anticipate purchasing the entire  fee  simple  interest in a Hollywood Video
located in Hammond, Indiana.  This  property  was  constructed in 1998 and is a
single-user retail center containing 7,488 rentable square feet.  We anticipate
purchasing this property for approximately $1,374,000.










































                                     -25-




Item 7.  Financial Statements and Exhibits

To be subsequently filed.





















































                                     -26-






                                   SIGNATURE



Registrant has duly  caused  this  report  to  be  signed  on  its behalf by the
undersigned, hereunto duly authorized.


                        Inland Real Estate Corporation
                                   (Registrant)



                        By:/s/ KELLY TUCEK      
                            Kelly Tucek
                            Chief Financial and Accounting Officer


Date:     December 14  , 1998   



































                                     -27-



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