INLAND REAL ESTATE CORP
424B3, 1998-12-14
REAL ESTATE INVESTMENT TRUSTS
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                        Inland Real Estate Corporation
                              Sticker Supplement

This Supplement No. 17 to our  Prospectus  which is dated April 7, 1998 updates
information contained  in  the  "Management,"  "Real  Property Investments" and
"Plan  of  Distribution"  sections  of  the  Prospectus.    Any  word  that  is
capitalized in this supplement but not  defined  has the same meaning as in our
Prospectus.

                                  Management

The Management Agreements for the  properties  we  own each include a provision
that allows either  the  Management  Agent  or  us  to terminate the Management
Agreement by sending notice  of  termination  not  less  than  30 days prior to
December 31, 1998.  We  have  not  received  any notice of termination from the
Management Agent for any of the  Management Agreements and, therefore, the term
of each of the Management Agreements  has been automatically extended for a one
year period, expiring on December 31, 1999.

                           Real Property Investments

Marketplace at Six Corners, Chicago, Illinois

On November 30, 1998,  we  purchased  a  property  known as "Marketplace at Six
Corners" for approximately $18,875,000.    The  property is located in Chicago,
Illinois and contains approximately 117,000 square feet of leasable space.  Its
anchor tenants are Marshall's and Jewel/Osco.

CarMax - Tinley Park, Tinley Park, Illinois

On December 1, 1998, we purchased  a  property  known as "CarMax - Tinley Park"
for approximately  $18,900,000.    The  property  is  located  in  Tinley Park,
Illinois and contains approximately 94,518 square feet of leasable space.  

CarMax - Schaumburg, Schaumburg, Illinois

On December 1, 1998, we purchased a property known as "CarMax - Schaumburg" for
approximately $20,600,000.  The property is located in Schaumburg, Illinois and
contains approximately 93,333 square feet of leasable space.  

Staples, Freeport, Illinois

On  December  2,  1998,  we  purchased   a  property  known  as  "Staples"  for
approximately $2,694,000.  The  property  is  located in Freeport, Illinois and
contains approximately 24,049 square feet of leasable space.

Park Center, Tinley Park, Illinois

On December 4,  1998,  we  purchased  a  property  known  as  "Park Center" for
approximately $15,500,000.  The  property  is  located in Tinley Park, Illinois
and contains approximately 193,179 square  feet  of leasable space.  Its anchor
tenant is Cub Foods.


          Real Property Investments - Potential Property Acquisitions

Plymouth Collection Center, Plymouth, Minnesota

We anticipate  purchasing  the  entire  fee  simple  interest  in  the Plymouth
Collection Center located  in  Plymouth,  Minnesota.    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.   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.


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.


                             Plan of Distribution

We commenced this  Offering  of  25,000,000  shares  on  April  7,  1998. As of
December 14, 1998, we had sold  14,429,281  shares resulting in net proceeds of
$153,892,290.  Inland Securities Corporation,  an  Affiliate of our Advisor, is
dealer-manager of this Offering and  is entitled to receive selling commissions
and certain other fees, as discussed further in our Prospectus.  As of December
14, 1998, the commissions  and  fees  incurred to Inland Securities Corporation
totaled $15,078,598.   Our  Advisor  is  entitled  to  receive an Advisor Asset
Management fee, as described more  fully  in  our  Prospectus.   We also pay an
Affiliate of the  Advisor  fees  to  manage  and  lease  our  properties.  This
arrangement is also  described  more  fully  in  our  Prospectus.    We may pay
Acquisition Expenses up to .5% of the  money that we raise in this Offering but
in no event will we  pay  Acquisition  Expenses  on an individual property that
exceed 6% of the purchase price of that property.








                               SUPPLEMENT NO. 17
                            DATED DECEMBER 14, 1998
                     TO OUR PROSPECTUS DATED APRIL 7, 1998
                       OF INLAND REAL ESTATE CORPORATION

We are providing this  Supplement  No.  17  to  you  in order to supplement our
Prospectus.  We previously  supplemented  our  Prospectus by providing you with
Supplement No. 16 dated November 20,  1998, Supplement No. 15 dated November 4,
1998, Supplement No. 14 dated October 19, 1998, Supplement No. 13 dated October
15, 1998 and Supplement  No.  12  dated  October  7,  1998.   Supplement No. 12
combined all of the  information  contained  in  Supplement  Nos. 1 through 11.
Therefore, you must read this Supplement  No. 17, Supplement No. 16, Supplement
No. 15, Supplement  No.  14,  Supplement  No.  13,  Supplement  No.  12 and the
Prospectus for the most up to date information.  This Supplement No. 17 updates
information in  the  "Management,"  "Real  Property  Investments"  and "Plan of
Distribution" sections of our Prospectus.  Any word that is capitalized in this
Supplement but not defined has the same meaning as in our Prospectus. 

                                  Management

The Management Agreements for the  properties  we  own each include a provision
that allows either  the  Management  Agent  or  us  to terminate the Management
Agreement by sending notice  of  termination  not  less  than  30 days prior to
December 31, 1998.  We  have  not  received  any notice of termination from the
Management Agent for any of the  Management Agreements and, therefore, the term
of each of the Management Agreements  has been automatically extended for a one
year period, expiring on December 31, 1999.


                           Real Property Investments

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.

                                      -1-


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

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%.











                                      -2-

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


<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.



                                      -3-


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 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. 

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.













                                      -4-


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


<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 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. 








                                      -5-

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.

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>












                                      -6-


                                                              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.


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.










                                      -7-


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


<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.

                                      -8-



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 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. 

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.

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



















                                      -9-

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
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













                                     -10-

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
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         22.62

   2000          2         2,825       51,014     1,218,775      18.06        1.46          4.19

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

   2002          4         6,400      113,589     1,029,390      17.75        3.31         11.03

   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>


                                     -11-

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.


Woodfield Commons, Schaumburg, Illinois

On December 2, 1998, we borrowed  $13,500,000    and gave the lender a security
interest in this property.  The loan  requires  us to pay interest on a monthly
basis at a rate equal to 6.5%  per  annum  for five years.  After the five year
period, the rate then floats at prime  plus  1/2 for the remaining two years of
the loan.  We paid loan fees at closing of $101,250.


          Real Property Investments - Potential Property Acquisitions

Plymouth Collection Center, Plymouth, Minnesota

We anticipate  purchasing  the  entire  fee  simple  interest  in  the Plymouth
Collection Center located  in  Plymouth,  Minnesota.    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.   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.

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.









                                     -12-


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.



                             Plan of Distribution

We commenced this Offering  of  25,000,000  Shares  on  April  7,  1998.  As of
December 14, 1998, we had sold  14,429,281  shares resulting in net proceeds of
$153,892,290.

Inland Securities Corporation, an  Affiliate  of  our Advisor, serves as dealer
manager of this Offering  and  is  entitled  to receive selling commissions and
certain other fees, as discussed further in our Prospectus.  As of December 14,
1998, the  commissions  and  fees  incurred  to  Inland  Securities Corporation
totaled $15,078,598.  We also pay  an  Affiliate  of our Advisor fees to manage
and  lease  our  properties.      We   incurred  Property  Management  Fees  of
approximately $1,904,860 for  the  nine  months  ended  September  30, 1998 and
$1,120,000 for the year ended December 31,  1997.  Our Advisor may also receive
an annual Advisor Asset  Management  Fee  of  not  more  than 1% of the Average
Invested Assets, paid quarterly.  For the nine months ended September 30, 1998,
we had incurred Advisor  Asset  Management  Fees  of  $1,252,815.  For the year
ended December 31,  1997,  we  had  incurred  Advisor  Asset Management Fees of
$843,000.  We may pay Acquisition Expenses up to .5% of the money that we raise
in this Offering but  in  no  event  will  we  pay  Acquisition Expenses on any
individual property that exceeds  6%  of  the  purchase price of any individual
property.  As  of  September  30,  1998,  we  had  paid Acquisition Expenses of
approximately $2,800,000.


























                                     -13-



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