INLAND REAL ESTATE CORP
8-K, 1998-03-19
REAL ESTATE INVESTMENT TRUSTS
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As filed with the Securities and Exchange Commission on March 19, 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:  January 22, 1998
                       (Date of earliest event reported)



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



        Maryland                     33-79012                 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


West Chicago Dominick's, West Chicago, IL

On January 22, 1998, the Company  acquired  the entire fee simple interest in a
Single-User Retail Center located  at  1935  Neltor  Boulevard in West Chicago,
Illinois known as "West Chicago  Dominick's"  from R.K. West Chicago L.L.C., an
unaffiliated third party, for approximately $6,300,000.  The purchase price was
funded using cash and cash  equivalents.   The purchase price was approximately
$81.82 per square foot, which the Company concluded was fair and reasonable and
within the range of values  indicated  in  an appraisal received by the Company
and presented to the Company's board of directors. 

West Chicago Dominick's was built in  1990 and consists of a one-story, single-
tenant retail facility aggregating 77,000 rentable square feet.  As of February
28, 1998, West Chicago Dominick's was  100% leased.  In evaluating West Chicago
Dominick's as a  potential  acquisition,  the  Company  considered a variety of
factors including location, demographics,  tenant  mix,  price per square foot,
existing rental rates compared  to  market  rates,  and occupancy.  The Company
believes that the  center  is  located  within  a  vibrant  economic area.  The
Company's management believes that retenanting of any space which is vacated in
the future  should  be  accomplished  relatively  quickly  and  at rental rates
comparable to those currently paid by the  tenant at the facility.  The Company
did not consider  any  other  factors  materially  relevant  to the decision to
acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to West Chicago Dominick's over the  next few years.  Nevertheless, pursuant to
the lease, a substantial portion of  any cost of repairs and improvements would
be paid by the tenant.

The table below sets forth  certain  information  with respect to the occupancy
rate at West  Chicago  Dominick's  expressed  as  a  percentage  of total gross
leasable area and the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                       100%                       $8.16
               1996                       100                         8.16
               1995                       100                         8.16
               1994                       100                         8.16
               1993                       100                         8.16










                                      -2-



One tenant leases 100% of the  total  square footage, Dominick's Finer Foods, a
grocery store.  This lease  requires  the  payment of base annual rent, payable
monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Dominick's Finer
  Foods              77,000       100%    $    8.16     Currently    12/31/10
  Option 1                                     8.16     01/01/11     12/31/30


For federal  income  tax  purposes,  the  Company's  depreciable  basis in West
Chicago Dominick's will be approximately $4,860,000.  Depreciation expense, for
tax purposes, will be computed  using  the straight-line method.  Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which  information  is  generally  available) are not available as
tenant pays real estate taxes directly.

On February 28, 1998, a total of 77,000 square feet was leased to one tenant at
West Chicago Dominick's.   The  following  tables set forth certain information
with respect to the amount of  and  expiration of the lease at this Single-User
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Dominick's Finer
  Foods             77,000      12/10    1/20 yr.     $628,320        $ 8.16


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

   1998-
     2007        -           -           -       $628,320      -           -             -


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>


The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value  for  West Chicago Dominick's, as of October
20,1997, of $6,800,000.  Appraisals  are  estimates  of value and should not be
relied on as a measure of true worth or realizable value.


                                      -3-



Maple Plaza, Downers Grove, IL

On January 30, 1998, the Company  acquired  the entire fee simple interest in a
Neighborhood Retail Center  located  at  2241  Maple  Avenue  in Downers Grove,
Illinois known as "Maple Plaza"  from  Maple Plaza Partnership, an unaffiliated
third party, for approximately $3,165,000.  The purchase price was funded using
cash and cash equivalents.   The  purchase  price was approximately $101.12 per
square foot, which the Company concluded was fair and reasonable and within the
range of values indicated in an appraisal received by the Company and presented
to the Company's board of directors. 

Maple Plaza was built in 1988  and consists of a one-story, multi-tenant retail
facility aggregating 31,298 rentable  square  feet.    As of February 28, 1998,
Maple Plaza  was  100%  leased.    In  evaluating  Maple  Plaza  as a potential
acquisition, the Company considered  a  variety  of factors including location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates,  and  occupancy.    The  Company  believes  that the center is
located within a vibrant economic area.  The Company's management believes that
retenanting of any space which is  vacated in the future should be accomplished
relatively quickly and at rental  rates  comparable  to those currently paid by
the tenants at the facility.   The  Company  did not consider any other factors
materially relevant to the decision to acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to Maple Plaza over the next few  years.  Nevertheless, pursuant to the leases,
a substantial portion of any cost of  repairs and improvements would be paid by
the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Maple Plaza expressed as a  percentage of total gross leasable area and
the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                       100%                      $11.93
               1996                        96                        11.42
               1995                       100                        10.92
               1994                       100                        11.04
               1993                       100                        11.15














                                      -4-



Tenants leasing more than 10% of  the total square footage include Copy Center,
Inc., a printer,  J.C.  Licht  Company,  a  paint  store  and Goodyear Tire and
Rubber, a tire store.  These  leases  require  the payment of base annual rent,
payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Copy Center, Inc.    4,800        15%     $  14.00      Current      10/31/98

J.C. Licht Co.       6,000        19%        11.98      Current      07/31/98

Goodyear Tire &
  Rubber             5,250        17%         8.80      Current      03/31/03
  Option 1                                    9.02      04/01/03     03/31/18


For federal income tax purposes, the Company's depreciable basis in Maple Plaza
will be approximately $2,503,000.  Depreciation expense, for tax purposes, will
be computed using the  straight-line  method.    Buildings and improvements are
depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $44,566.






























                                      -5-



On February 28, 1998, a  total  of  31,298  square  feet was leased to thirteen
tenants at Maple Plaza.    The  following  tables set forth certain information
with respect to the amount of and  expiration of the lease at this Neighborhood
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------

Copy Center Inc.     4,800      10/98        -         $67,200        $14.00
J.C. Licht Company   6,000      07/98        -          71,880         11.98
Goodyear Tire & 
  Rubber             5,250      03/03    1/15 yr.       46,200          8.80
Zander's Cafe        1,748      02/00     1/3 yr.       22,724         13.00
Discount Cigarettes  1,100      03/99        -          13,750         12.50
Dairy Queen          1,100      08/02    1/10 yr.       16,412         14.92
Subway Restaurant    1,100      02/03    1/15 yr.       23,892         21.72
BoRics Hair Salon    1,375      11/99     1/5 yr.       17,187         12.50
Feng Lin             1,300      06/01        -          14,300         11.00
Radio Shack          2,600      02/08        -          26,390         10.15
Domino's Pizza       1,300      06/98        -          16,900         13.00
Super One Hour
  Cleaners           1,500      02/02        -          27,540         18.36
Kohinoor Restaurant  2,125      12/99        -          22,121         10.41


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

   1998          3        12,100    $ 155,974    $387,337 $ 12.89        38.66%        40.27%

   1999          3         4,600       54,714     234,680   11.89        14.70         23.31

   2000          1         1,748       23,598     181,627   13.50         5.59         12.99

   2001          1         1,300       15,600     159,564   12.00         4.15          9.78

   2002          1         1,100       17,770     145,090   16.15         3.51         12.25

   2003          3         7,850      101,080     127,687   12.88        25.08         79.16

   2004-
    2007         -          -            -         26,650     -            -             -


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.


</TABLE>


                                      -6-



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value for the Maple Plaza property, as of December
12, 1997, of $3,195,000.  Appraisals  are  estimates of value and should not be
relied on as a measure of true worth or realizable value.


Orland Park, Orland Park, Illinois

On February 2, 1998, the Company  acquired  the entire fee simple interest in a
Neighborhood Retail Center located at  159th  and 80th in Orland Park, Illinois
known as "Orland Park"  from  159-80  L.L.C.,  an unaffiliated third party, for
approximately $1,250,000.  The purchase  price  was  funded using cash and cash
equivalents.  The purchase  price  was  approximately  $147.05 per square foot,
which the Company concluded was  fair  and  reasonable  and within the range of
values indicated in an appraisal received  by  the Company and presented to the
Company's board of directors. 

Orland Park was built in 1997  and consists of a one-story, multi-tenant retail
facility aggregating 8,500 rentable  square  feet.    As  of February 28, 1998,
Orland Park was 85% leased (100%  leased  if  the master lease, which lasts for
one  year,  is  considered).    In   evaluating  Orland  Park  as  a  potential
acquisition, the Company considered  a  variety  of factors including location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates,  and  occupancy.    The  Company  believes  that the center is
located within a vibrant economic area.  The Company's management believes that
retenanting of any space which is  vacated in the future should be accomplished
relatively quickly and at rental  rates  comparable  to those currently paid by
the tenants at the facility.   The  Company  did not consider any other factors
materially relevant to the decision to acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to Orland Park over the next few  years.  Nevertheless, pursuant to the leases,
a substantial portion of any cost of  repairs and improvements would be paid by
the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Orland Park expressed as a  percentage of total gross leasable area and
the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                        85%                      $13.26










                                      -7-



Tenants leasing more than 10% of the total square footage include Video Update,
a video rental store and All Cleaners, a dry cleaner.  These leases require the
payment of base annual rent, payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------

Video Update         5,475        64%     $   15.00     Currently    10/31/02
                                              16.50     11/01/02     12/31/06
   Option 1                                   16.50     01/01/07     10/31/07
                                              18.00     11/01/07     10/31/12
                                              19.50     11/01/12     12/31/15

All Cleaners         1,700        20%     $   18.00     Currently    10/31/00
                                              19.00     11/01/00     10/31/02
   Option 1                                   20.00     11/01/02     03/31/04
                                              21.00     04/01/04     10/31/05
                                              22.35     11/01/05     10/31/07


For federal income tax purposes, the Company's depreciable basis in Orland Park
will be approximately $788,000.   Depreciation  expense, for tax purposes, will
be computed using the  straight-line  method.    Buildings and improvements are
depreciated based upon estimated useful lives of 40 years. 

Orland Park was constructed in  1997, and therefore, information regarding real
estate taxes payable in 1997 for the tax year ended 1996 is not material

On February 28, 1998, a total of 7,175 square feet was leased to two tenants at
Orland Park.  The following  tables  set forth certain information with respect
to the amount of  and  expiration  of  the  leases  at this Neighborhood Retail
Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Video Update          5,475     12/06     1/9 yr.     $  82,125       $ 15.00
All Cleaners          1,700     10/02     1/5 yr.        30,600         18.00
Vacant                1,325













                                      -8-



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

   1998-
     2000        -           -           -       $112,725      -           -             -

   2001          -           -           -        114,425      -           -             -

   2002          1          1,700   $ 32,300      114,425 $  19.00       20.0%          28%

   2003-
     2005        -           -           -         90,338      -           -             -

   2006          1          5,475     90,338       90,338    16.50       64.4%         100%


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value for the Orland Park property, as of November
20, 1997, of $1,300,000.  Appraisals  are  estimates of value and should not be
relied on as a measure of true worth or realizable value.


Lake Park Plaza, Michigan City, Indiana

On February 10, 1998, the Company acquired  the entire fee simple interest in a
Neighborhood Retail Center located  at  4301  Franklin Street in Michigan City,
Indiana  known  as   "Lake   Park   Plaza"   from  Larsen-Cooper-Doren  General
Partnership, an unaffiliated third  party,  for approximately $12,275,000.  The
purchase price was funded using cash  and cash equivalents.  The purchase price
was approximately $53.45 per square foot,  which the Company concluded was fair
and reasonable  and  within  the  range  of  values  indicated  in an appraisal
received by the Company and presented to the Company's board of directors. 

Lake Park Plaza was built  in  1990  and  consists of a one-story, multi-tenant
retail facility aggregating 229,639 rentable  square  feet.  As of February 28,
1998, Lake Park Plaza was  100%  leased.    In  evaluating Lake Park Plaza as a
potential acquisition, the Company  considered  a  variety of factors including
location, demographics, tenant  mix,  price  per  square  foot, existing rental
rates compared to market rates, and  occupancy.   The Company believes that the
center is located within a  vibrant  economic area.  Although approximately 73%
of the rentable square feet at  Lake  Park  Plaza is leased to two tenants, the
Company's management believes that retenanting of any space which is vacated in
the future  should  be  accomplished  relatively  quickly  and  at rental rates
comparable to those currently paid by the tenants at the facility.  The Company
did not consider  any  other  factors  materially  relevant  to the decision to
acquire the property.  


                                      -9-



The Company does not anticipate making any significant repairs and improvements
to Lake Park Plaza over  the  next  few  years.   Nevertheless, pursuant to the
leases, a substantial portion of any  cost of repairs and improvements would be
paid by the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Lake Park Plaza expressed as  a percentage of total gross leasable area
and the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                        96%                       $5.81
               1996                        96                         5.63
               1995                        97                         5.63
               1994                       100                         5.63
               1993                        *                           * 

*Information on 1993, not available from seller.


Tenants leasing more than 10% of the total square footage include Wal-Mart,
a discount department  store  and  Roundy's,  a  grocery  store.   These leases
require the payment of base annual rent, payable monthly as follows:

                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Wal-Mart            114,557       50%     $    3.66     Currently    08/31/10

Roundy's             52,882       23%     $    6.00     Currently    12/31/11

For federal income tax purposes,  the  Company's depreciable basis in Lake Park
Plaza  will  be  approximately  $8,800,000.    Depreciation  expense,  for  tax
purposes, will be  computed  using  the  straight-line  method.   Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $260,518.

On February 28, 1998,  a  total  of  227,839  square  feet was leased to twenty
tenants at Lake Park Plaza.  The following tables set forth certain information
with respect to the amount of and  expiration of the lease at this Neighborhood
Retail Center.








                                     -10-



                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------

Wal-Mart            114,557     10/10        -        $419,279        $ 3.66
Roundy's             52,882     11/11        -         317,292          6.00
Jo-Ann Fabrics       15,000     01/03     1/5 yr.       93,750          6.25
Rainbow Stores        4,200     01/02     1/5 yr.       42,000         10.00
Famous Footwear       4,800     01/98        -          43,200          9.00
Dollar Tree           4,000     02/01     1/3 yr.       41,000         10.25
Colortyme             3,200     04/98        -          38,400         12.00
Cash of Indiana       2,800     06/99     1/5 yr.       27,720          9.90
Terry Snyder          1,600     11/98     1/5 yr.        9,296          5.81
Ameritech Cellular    1,400     02/00        -          18,200         13.00
Sally Beauty
  Company             1,400     09/00        -          18,200         13.00
Seno Formal Wear      1,400     12/98     1/5 yr.       18,200         13.00
Mail Box Depot        1,400     12/99        -          15,400         11.00
Hicks Chiropractor    1,400     06/99        -          15,400         11.00
China Garden          1,400     12/04     1/5 yr.       32,400         23.14
Banc One              1,400     06/98     1/5 yr.       15,400         11.00
Nail Luv Salon        1,200     09/00     1/3 yr.       15,600         13.00
Eyeglass Emporium     1,400     10/00        -          16,800         12.00
Cost Cutters          1,000     12/02        -          16,800         12.00
Vacant               11,400

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

   1998          2         4,600    $ 53,800     $1,340,611  $  11.70       2.00%         4.01%

   1999          3         9,000      90,920      1,288.811     10.10       3.92          7.05

   2000          4         5,400      79,800      1,206,845     14.78       2.35          6.61

   2001          3         9,600     103,300      1,154,867     10.76       4.18          8.94

   2002          2       12,800      236,600      1,051,567     18.48       5.57         22.50

   2003          3       18,000      161,397        897,967      8.97       7.84         17.97

   2004          2        2,800       34,650        771,221     12.38       1.22          4.49

   2005          -         -            -           736,571       -          -             -

   2006          -         -            -           736,571       -          -             -

   2007          -         -            -           736,571       -          -             -

(1)  No assumptions were made regarding the releasing of expired leases.  It is the opinion of the
Company's management that the space will be released at market rates.

</TABLE>


                                     -11-




The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market  value  for  the  Lake  Park Plaza property, as of
August 18, 1997, of $12,500,000.   Appraisals are estimates of value and should
not be relied on as a measure of true worth or realizable value.


Homewood Plaza, Homewood, Illinois

On February 23, 1998, the Company acquired  the entire fee simple interest in a
Neighborhood Retail Center located at  175th  and Halsted in Homewood, Illinois
known as "Homewood Plaza" from  George  Hanus, an unaffiliated third party, for
approximately $1,936,300.  The purchase  price  was  funded using cash and cash
equivalents.  The purchase  price  was  approximately  $101.90 per square foot,
which the Company concluded was  fair  and  reasonable  and within the range of
values indicated in an appraisal received  by  the Company and presented to the
Company's board of directors. 

Homewood Plaza was built  in  1993  and  consists  of a one-story, multi-tenant
retail facility aggregating 19,000 rentable  square  feet.   As of February 28,
1998, Homewood Plaza  was  100%  leased.    In  evaluating  Homewood Plaza as a
potential acquisition, the Company  considered  a  variety of factors including
location, demographics, tenant  mix,  price  per  square  foot, existing rental
rates compared to market rates, and  occupancy.   The Company believes that the
center is located within a  vibrant  economic area.  Although approximately 92%
of the rentable square feet  at  Homewood  Plaza  is leased to two tenants, the
Company's management believes that retenanting of any space which is vacated in
the future  should  be  accomplished  relatively  quickly  and  at rental rates
comparable to those currently paid by the tenants at the facility.  The Company
did not consider  any  other  factors  materially  relevant  to the decision to
acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to Homewood Plaza over  the  next  few  years.    Nevertheless, pursuant to the
leases, a substantial portion of any  cost of repairs and improvements would be
paid by the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Homewood Plaza expressed as  a  percentage of total gross leasable area
and the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                       100%                      $10.89
               1996                       100                        11.97
               1995                       100                        11.97
               1994                       100                        11.97
               1993*                       40                         5.13

*  Construction of Homewood Plaza was completed in late 1993.


                                     -12-



Tenants leasing more than 10%  of  the  total square footage include Super Trak
Auto, an auto parts store, and Blockbuster  Video, a video rental store.  These
leases require the payment of base annual rent, payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Super Trak Auto     10,000        53%       $10.00       Currently   01/31/99
                                             10.50       02/01/99    01/31/04
  Option 1                                   11.00       02/01/04    01/31/09
  Option 2                                   11.50       02/01/09    01/31/14

Blockbuster Video    7,500        39%        13.00       Currently   12/31/03
  Option 1                                   13.00       01/01/04    12/31/04
                                             14.56       01/01/05    12/31/09
                                             16.31       01/01/10    12/31/13

For federal income tax  purposes,  the  Company's depreciable basis in Homewood
Plaza  will  be  approximately  $1,394,000.    Depreciation  expense,  for  tax
purposes, will be  computed  using  the  straight-line  method.   Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $35,251.

On February 28, 1998, a total of 19,000 square feet was leased to three tenants
at Homewood Plaza.   The  following  tables  set forth certain information with
respect to the amount  of  and  expiration  of  the  lease at this Neighborhood
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Super Trak Auto     10,000      12/03     2/5 yr.     $100,000        $10.00
Blockbuster Video    7,500      01/04    1/10 yr.       97,500         13.00
Redwing Shoes        1,500      05/02     1/5 yr.       22,500         15.00

















                                     -13-



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

   1998          -           -           -       $220,000      -           -             -

   1999          -           -           -        220,000      -           -             -

   2000          -           -           -        225,000      -           -             -

   2001          -           -           -        225,000      -           -             -

   2002          1          1,500   $  22,500     225,000 $  15.00         8%           10%

   2003          1          7,500      97,500     202,500    10.50        39%           48%

   2004          1         10,000     105,000     105,000    13.00        53%          100%



(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>


The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair  market  value  for  the  Homewood  Plaza property, as of
October 3, 1997, of $1,975,000.   Appraisals  are estimates of value and should
not be relied on as a measure of true worth or realizable value.


Wisner/Milwaukee Plaza, Chicago, Illinois

On February 23, 1998, the Company acquired  the entire fee simple interest in a
Neighborhood Retail Center located  at  2865  N. Milwaukee in Chicago, Illinois
known as "Wisner/Milwaukee  Plaza"  from  George  Hanus,  an unaffiliated third
party, for approximately $1,885,300.  The  purchase price was funded using cash
and cash equivalents.  The purchase  price was approximately $128.45 per square
foot, which the Company concluded was  fair and reasonable and within the range
of values indicated in an  appraisal  received  by the Company and presented to
the Company's board of directors. 

Wisner/Milwaukee Plaza was built in  1994  and  consists of a one-story, multi-
tenant retail  facilities  aggregating  14,677  rentable  square  feet.   As of
February 28, 1998,  Wisner/Milwaukee  Plaza  was  100%  leased.   In evaluating
Wisner/Milwaukee Plaza as  a  potential  acquisition,  the Company considered a
variety of factors  including  location,  demographics,  tenant  mix, price per
square foot, existing rental  rates  compared  to  market rates, and occupancy.
The Company believes that the center is located within a vibrant economic area.
The Company's  management  believes  that  retenanting  of  any  space which is
vacated  in  the  future  at  Wisner/Milwaukee  plaza  should  be  accomplished
relatively quickly and at rental  rates  comparable  to those currently paid by
the tenants at the facility.   The  Company  did not consider any other factors
materially relevant to the decision to acquire the property.  


                                     -14-



The Company does not anticipate making any significant repairs and improvements
to Wisner/Milwaukee Plaza over the  next  few years.  Nevertheless, pursuant to
the leases, a substantial portion of any cost of repairs and improvements would
be paid by the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at  Wisner/Milwaukee  Plaza  expressed  as  a  percentage  of  total gross
leasable area and the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                       100%                      $14.12
               1996                       100                        14.12
               1995                        76                        11.98
               1994                        55                         8.28

Tenants leasing more than 10%  of  the total square footage include Blockbuster
Video, a video rental store, and Spincycle, a laundromat.  These leases require
the payment of base annual rent, payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Blockbuster Video    6,600        45%       $15.00       Currently    11/30/99
  Option 1                                   16.50       12/01/99     11/30/02

Spincycle            5,139        35%        13.50       Currently    07/31/01
  Option 1                                   14.45       08/01/01     07/31/06

For  federal  income  tax   purposes,   the   Company's  depreciable  basis  in
Wisner/Milwaukee Plaza will be approximately $1,376,000.  Depreciation expense,
for tax purposes, will be  computed  using the straight-line method.  Buildings
and improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $62,504.














                                     -15-



On February 28, 1998, a total of  14,677 square feet was leased to four tenants
at Wisner/Milwaukee Plaza.  The  following tables set forth certain information
with respect to the amount of and  expiration of the lease at this Neighborhood
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Blockbuster Video    6,600      11/99     1/3 yr.      $99,000        $15.00
Giordanos            1,500      12/99     1/5 yr.       22,500         15.00
Spincycle*           5,139      12/01     1/5 yr.       69,376         13.50
Dollar Store         1,438      02/01     1/3 yr.       16,321         11.35


* In addition, Wisner/Milwaukee Plaza receives $12,000 per annum relating to the
rental of a billboard, through the term of this lease.


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

   1998          -           -           -       $207,198      -            -            -

   1999          2          8,100   $ 121,500     207,198   $15.00        55.2%        58.6%

   2000          -           -           -         85,698      -            -            -

   2001           2         6,577      85,698      85,698   $13.03        44.8%       100.0%


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value  for the Wisner/Milwaukee Plaza property, as
of October 1, 1997,  of  $1,900,000.    Appraisals  are  estimates of value and
should not be relied on as a measure of true worth or realizable value.






                                     -16-



Elmhurst City Center, Elmhurst, Illinois

On February 25, 1998, the Company acquired  the entire fee simple interest in a
Neighborhood  Retail  Center  located  at  York  Road  and  Schiller  Street in
Elmhurst, Illinois known as "Elmhurst  City  Center" for a total purchase price
of approximately $4,775,000.  The purchase price was funded using cash and cash
equivalents.  The purchase  price  was  approximately  $114.40 per square foot,
which the Company concluded was  fair  and  reasonable  and within the range of
values indicated in an appraisal received  by  the Company and presented to the
Company's board of directors.

Elmhurst City Center consists  of  a  13,250  square  foot building occupied by
Ruby's Apparel Shop, a 13,687 square  foot building occupied by Walgreens and a
12,180 square foot  building  occupied  by  seven  other  tenants.   The Ruby's
Apparel Shop building was owned by Jerold Ruby and the other two buildings were
owned by One City  Center,  L.L.C.      The  Company  took an assignment of the
contract between Jerold Ruby  and  One  City  Center,  L.L.C. and purchased the
entire property as one acquisition from One City Center, L.L.C.   Heidi Lawton,
Independent Director of the Company, is  the owner of Lawton Realty Group which
controls One City Center, L.L.C., and  accordingly,  Ms. Lawton did not vote on
the acquisition of this property.    The  action  was approved by the remaining
Directors.  One City Center, L.L.C. purchased  the two buildings in the fall of
1997.  See "Certain Relationships and Related Transactions". 

Although Ruby's Apparel  Shop  has  been  in  existence for approximately fifty
years, the additional buildings were  constructed  in 1994.  The total property
aggregates 39,117 rentable square feet.  As of February 28, 1998, Elmhurst City
Center was 99% leased.    In  evaluating  Elmhurst  City  Center as a potential
acquisition, the Company considered  a  variety  of factors including location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates,  and  occupancy.    The  Company  believes  that the center is
located within a vibrant economic area.   Over the next eighteen months, Ruby's
Apparel Shop will be vacating its space and the Company will be retenanting the
space.  The  Company  will  continue  to  receive  rental  payments during this
eighteen month period.  The  Company's  management believes that retenanting of
the Ruby space and any  other  space  vacated should be accomplished relatively
quickly and at rental rates comparable  to  those currently paid by the tenants
at the facility.  The  Company  did  not  consider any other factors materially
relevant to the decision to acquire the property.

The Company does not anticipate making any significant repairs and improvements
to Elmhurst City Center over the next few years.  Nevertheless, pursuant to the
leases, a substantial portion of any  cost of repairs and improvements would be
paid by the tenants.













                                     -17-



The table below sets forth  certain  information  with respect to the occupancy
rate at Elmhurst City Center expressed  as a percentage of total gross leasable
area and the average effective annual base rent per square foot.


                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------

               1997                       100%                      $12.79
               1996                       100                        12.75
               1995                       100                        12.75
               1994                       100                         5.62
               1993                       100                        13.00

Tenants leasing more  than  10%  of  the  total  square  footage include Ruby's
Apparel Shop,  a  retail  clothing  store,  Walgreens,  a  pharmacy, and Famous
Footwear, a shoe store.  These leases  require the payment of base annual rent,
payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Ruby's              13,250       34%      $ 13.00        Current     07/31/99

Walgreens           13,687       35%      $ 11.50        Current     12/31/05
                                            12.47        01/01/06    12/31/44

Famous Footwear      5,115       13%      $ 13.50        Current     09/30/99
  Option 1                                  14.50        10/01/99    09/30/04
  Option 2                                  15.50        10/01/04    09/30/09
  Option 3                                  16.50        10/01/09    09/30/14


For federal income tax  purposes,  the  Company's depreciable basis in Elmhurst
City Center will be  approximately  $2,578,500.   Depreciation expense, for tax
purposes, will be  computed  using  the  straight-line  method.   Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $59,271.











                                     -18-



On February 28, 1998, a total of  38,697 square feet was leased to nine tenants
at Elmhurst City Center.   The  following  tables set forth certain information
with respect to the amount of and  expiration of the lease at this Neighborhood
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Ruby's Apparel
  Shop               13,250     07/99        -        $172,250        $13.00
Walgreens            13,687     12/44        -         157,401         11.50
Famous Footwear       5,115     09/99     3/5 yr        69,053         13.50
Sunshine Nails        1,200     09/99        -          18,000         15.00
Fantastic Sams        1,200     10/99     1/5 yr        19,464         16.22
Bruegger's Bagels     2,025     10/04     1/5 yr        34,425         17.00
Fresco's                900     07/99        -          13,050         14.50
Phone Shop              900     01/01        -          14,400         16.00
Elmhurst City
  Center                420     04/00     1/5 yr         4,918         11.71
Vacant                  420


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

   1998          -          -            -       $502,961      -           -             -

   1999          5        21,665    $ 292,147     503,413 $  13.48       55.4%         58.0%

   2000          1           420        5,040     211,266    12.00        1.1           2.4

   2001          1           900      14,400      210,276    16.00        2.3           6.8

   2002          -          -           -         195,876      -           -             -

   2003          -          -           -         195,876      -           -             -

   2004          1         2,025      40,500      197,901    20.00        5.2          20.5

   2005          -          -           -         157,401      -           -             -

   2006          -          -           -         170,677      -           -             -

   2007          -          -           -         170,677      -           -             -


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>


                                     -19-




The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value for the Elmhurst City Center property, as of
January 14, 1998, of $4,785,000.   Appraisals are estimates of value and should
not be relied on as a measure of true worth or realizable value.


Mill Creek, Palos Park, Illinois

On March 4, 1998, the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center located at  LaGrange  Road and 131st Street in Palos
Park, Illinois known as "Mill  Creek"  from Jaeger Trust Properties, L.L.C., an
unaffiliated third  party,  for  approximately  $11,360,000.    As  part of the
purchase, the Company assumed the existing mortgage with a principal balance of
$9,500,000.  The mortgage requires interest only payments at the rate of 8% per
annum through September 1999.  The  Company  paid a $92,000 loan assumption fee
to the lender. The balance of the purchase price was funded using cash and cash
equivalents.  The purchase  price  was  approximately  $110.90 per square foot,
which the Company concluded was  fair  and  reasonable  and within the range of
values indicated in an appraisal received  by  the Company and presented to the
Company's board of directors. 

Mill Creek was built in 1989  and  consists of a one-story, multi-tenant retail
facility aggregating 102,433 rentable square  feet.    As of February 28, 1998,
Mill Creek was 97% leased (100% leased if the Master lease, which lasts for one
year, is considered).  In evaluating Mill Creek as a potential acquisition, the
Company considered  a  variety  of  factors  including  location, demographics,
tenant mix, price per  square  foot,  existing  rental rates compared to market
rates, and occupancy.  The Company believes that the center is located within a
vibrant economic area.  The  Company's  management believes that retenanting of
any space which is  vacated  in  the  future  should be accomplished relatively
quickly and at rental rates comparable  to  those currently paid by the tenants
at the facility.  The  Company  did  not  consider any other factors materially
relevant to the decision to acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to Mill Creek over the next few  years.  Nevertheless, a substantial portion of
any cost of repairs and improvements would be paid by the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Mill Creek expressed as  a  percentage of total gross leasable area and
the average effective annual base rent per square foot.

                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------
               1997                        98%                      $11.07
               1996                        95                        12.14
               1995                        99                        10.86
               1994                         *                          * 
               1993                         *                          * 

*Information for 1994 and 1993 was not available from seller.


                                     -20-



One tenant leases more than  10%  of  the  total square footage, Jewel Foods, a
grocery store.  This lease  requires  the  payment of base annual rent, payable
monthly as follows:

                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Jewel Foods         64,938       63%      $  9.40        Currently   04/30/10


For federal income tax purposes, the  Company's depreciable basis in Mill Creek
will be approximately $8,175,000.  Depreciation expense, for tax purposes, will
be computed using the  straight-line  method.    Buildings and improvements are
depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $579,007.

On February 28, 1998,  a  total  of  98,783  square  feet were leased to twenty
tenants at Mill Creek.  The following tables set forth certain information with
respect to the amount  of  and  expiration  of  the  lease at this Neighborhood
Retail Center.

                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
The Mole Hole of
  Palos              2,203      06/99        -         $40,756        $18.50
Coren Jewelers       1,620      08/99        -          30,780         19.00
TBD Eyeware          2,250      02/00     1/2 yr        33,750         15.00
Mill Creek Dental    1,826      04/03        -          32,868         18.00
Are You Traveling,
  Inc.               1,774      06/00        -          24,836         14.00
Palos Park Cleaners  1,125      12/03        -          30,375         27.00
Subway               1,139      05/00     2/5 yr        22,951         20.15
Avanti Hair Salon    2,110      08/99     1/5 yr        37,980         18.00
Sasche Women's
  Apparel            1,200      07/99        -          13,920         11.60
Cigarettes Cheaper   1,215      07/99        -          20,655         17.00
Card Smart           2,400      02/03     1/4 yr        28,800         12.00
Park Men's Shop      4,850      12/00     1/5 yr        48,500         10.00
Accent Tan Span II   1,133      01/01        -          18,128         16.00
Amlings Flowerland   2,265      03/00     1/5 yr        33,975         15.00
Celluland 
  Communication      1,133      04/00     1/5 yr        16,995         15.00
Wild Birds
  Unlimited          2,000      02/01        -          24,000         12.00
Good Sensations      1,251      12/99        -          18,765         15.00
The Expresso
  Elegante           1,161      11/99     1/5 yr        23,220         20.00
Pintracker           1,200      02/02        -          16,800         14.00
Jewel Companies
  Inc.              64,938      04/10        -         610,417          9.40
Vacant               3,650


                                     -21-



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

   1998          -           -           -       $1,130,234      -          -             -

   1999          7        10,760    $ 189,546     1,144,084  $ 17.62      10.50%        16.57%

   2000          6        13,411      191,670       959,058    14.29      13.09         19.99

   2001          3         4,333       62,961       771,297    14.53       4.23          8.16

   2002          -          -            -          710,586      -          -             -

   2003          3         5,351      100,169       710,586    18.72       5.22         14.10

   2004-
    2007         -          -            -          610,417      -          -             -


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value for  the Mill Creek property, as of December
31, 1998, of $11,400,000.  Appraisals are  estimates of value and should not be
relied on as a measure of true worth or realizable value.


















                                     -22-



Oak Forest Commons, Oak Forest, Illinois

On March 5, 1998, the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center located at 159th and Central in Oak Forest, Illinois
known  as  "Oak  Forest  Commons"  from   T-L  Oak  Forest  Commons,  Inc.,  an
unaffiliated third party, for  approximately  $11,809,000.   The purchase price
was  funded  using  cash  and  cash   equivalents.    The  purchase  price  was
approximately $114.96 per square foot, which the Company concluded was fair and
reasonable and within the range of values indicated in an appraisal received by
the Company and presented to  the  Company's  board  of directors.  The Company
placed an additional $650,000 in an escrow to complete a remaining 4,500 square
feet of Oak Forest Commons.

Oak Forest Commons was built  in  1998  and consists of three one-story, multi-
tenant retail facilities  aggregating  103,860  rentable  square  feet.   As of
February 28, 1998, Oak Forest Commons was 99% leased (100% leased if the master
lease, which lasts for  one  year,  is  considered).   In evaluating Oak Forest
Commons as a potential acquisition, the Company considered a variety of factors
including location, demographics, tenant  mix,  price per square foot, existing
rental rates compared to  market  rates,  and  occupancy.  The Company believes
that the center is  located  within  a  vibrant  economic  area.  The Company's
management believes that  retenanting  of  any  space  which  is vacated in the
future should be accomplished relatively quickly and at rental rates comparable
to those currently paid by the  tenants  at  the facility.  The Company did not
consider any other factors materially  relevant  to the decision to acquire the
property.  

The Company does not anticipate making any significant repairs and improvements
to Oak Forest Commons over  the  next  few  years.  Nevertheless, a substantial
portion of any cost of repairs and improvements would be paid by the tenants.

One tenant leases more than 10%  of  the total square footage, Dominick's Finer
Foods, a grocery store.  This  lease  requires the payment of base annual rent,
payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------
Dominick's Finer
  Foods             72,385       66.8%    $  12.39       Current


For federal income tax purposes, the  Company's depreciable basis in Oak Forest
Commons will  be  approximately  $8,975,000.    Depreciation  expense,  for tax
purposes, will be  computed  using  the  straight-line  method.   Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Oak Forest Commons was constructed in 1996 and 1997 and therefore, prior year's
real estate taxes are not relevant.





                                     -23-



On February 28, 1998, a  total  of  102,780  square  feet were leased to twelve
tenants at  Oak  Forest  Commons.    The  following  tables  set  forth certain
information with respect to the amount  of  and expiration of the lease at this
Neighborhood Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot
  ------          ----------    -----     ------     -----------    -----------
Dominick's Finer
  Foods             72,385      09/17     4/5 yr      $896,493        $12.39
Hollywood Video      6,931      10/07     2/5 yr       119,560         17.25
One Hour Cleaners    1,320      12/02     1/5 yr        22,440         17.00
Chop Suey            1,080      02/03     1/5 yr        16,200         15.00
Great Clips          1,080      01/03     1/5 yr        19,440         18.00
Lucky Nails          1,080      12/02        -          15,120         14.00
Sears Optical        1,200      03/03     1/5 yr        21,500         18.00
Hallmark             4,000      02/03     2/5 yr        44,000         11.00
Murrays             10,000      12/07     2/5 yr       100,000         10.00
Sally Beauty         1,600      01/03     1/5 yr        25,600         16.00
Hickory Tobacco      1,120      01/03     1/5 yr        19,040         17.00
Ken & Dick's Pizza     984      04/03     1/5 yr        16,728         17.00



































                                     -24-



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

   1998          -          -           -        $1,297,399      -           -              -

   1999          -          -           -         1,297,399      -           -              -

   2000          -          -           -         1,301,355      -           -              -

   2001          -          -           -         1,304,521      -           -              -

   2002          3         3,520    $ 61,636      1,306,681  $ 17.51        3.39%          4.72%

   2003          5         8,864     132,608      1,274,418    14.96        8.53          10.41 

   2004          -          -           -         1,142,890      -           -              -

   2005          -          -           -         1,142,890       -          -              -

   2006          -          -           -         1,142,890       -          -              -

   2007          2        16,931     243,907      1,143,970    14.41       16.30          21.32


(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair market value  for  the Oak Forest Commons property, as of
January 1, 1998, of $13,100,000.   Appraisals are estimates of value and should
not be relied on as a measure of true worth or realizable value.













                                     -25-



Prairie Square, Sun Prairie, Wisconsin


On March 6, 1998, the Company  acquired a Neighborhood Retail Center located at
2015-2111 McCoy Road in Sun Prairie, Wisconsin known as "Prairie Square" 
from Prairie Square  L.L.C.,  an  unaffiliated  third  party, for approximately
$3,100,000.  The purchase  price  was  funded  using cash and cash equivalents.
The purchase price was approximately $86.70  per square foot, which the Company
concluded was fair and reasonable and  within  the range of values indicated in
an appraisal received by the  Company  and  presented to the Company's board of
directors. 

Prairie Square was built in  1995  and  consists of two one-story, multi-tenant
retail facilities aggregating 35,755 rentable square  feet.  As of February 28,
1998, Prairie Square was 94%  leased  (100%  leased  if the master lease, which
lasts for one year is considered).  In evaluating Prairie Square as a potential
acquisition, the Company considered  a  variety  of factors including location,
demographics, tenant mix, price per square foot, existing rental rates compared
to market rates,  and  occupancy.    The  Company  believes  that the center is
located within a vibrant economic area.  The Company's management believes that
retenanting of any space which is  vacated in the future should be accomplished
relatively quickly and at rental  rates  comparable  to those currently paid by
the tenants at the facility.   The  Company  did not consider any other factors
materially relevant to the decision to acquire the property.  

The Company does not anticipate making any significant repairs and improvements
to Prairie Square over  the  next  few  years.    Nevertheless, pursuant to the
leases, a substantial portion of any  cost of repairs and improvements would be
paid by the tenants.

The table below sets forth  certain  information  with respect to the occupancy
rate at Prairie Square expressed as  a  percentage of total gross leasable area
and the average effective annual base rent per square foot.

                                     Occupancy Rate
                                          as of                    Effective
            Year Ending               December 31,               Annual Rental
           December 31,               of Each Year               Per Square Ft
           ------------               ------------               -------------

               1997                        94%                      $ 9.33
               1996                        79                         8.16
               1995                        71                         7.30














                                     -26-



Tenants leasing more  than  10%  of  the  total  square  footage include Famous
Footwear, a shoe store, and  Blockbuster  Video,  a  video rental store.  These
leases require the payment of base annual rent, payable monthly as follows:


                                           Base Rent   
                                          Per Square 
                  Square Feet  % of Total   Foot Per         Lease Term
  Lessee            Leased    Square Feet    Annum      Beginning       To
- -----------       ----------- ----------- ------------ ------------ ---------

Famous Footwear     5,000         14%     $   9.00      Currently    09/30/00

Blockbuster Video   6,500         18%        11.00      Currently    08/31/00



For federal income tax  purposes,  the  Company's  depreciable basis in Prairie
Square  will  be  approximately  $2,635,000.    Depreciation  expense,  for tax
purposes, will be  computed  using  the  straight-line  method.   Buildings and
improvements are depreciated based upon estimated useful lives of 40 years. 

Real estate taxes payable in 1997 for  the tax year ended 1996 (the most recent
tax year for which information is generally available) were $54,104.  

On February 28, 1998, a  total  of  33,455  square  feet were leased to sixteen
tenants at Prairie Square.  The  following tables set forth certain information
with respect to the amount of and  expiration of the lease at this Neighborhood
Retail Center.


                  Square Feet   Lease     Renewal     Current        Rent per
  Lessee            Leased      Ends      Option     Annual Rent    Square Foot

Hallmark             3,200      12/02      -           $27,200        $ 8.50
Famous Footwear      5,000      09/00      -            45,000          9.00
Formal Wear          1,300      12/98     1/6 yr.       14,300         11.00
Big Apple Bagels     1,900      12/01     1/3 yr.       20,900         11.00
Nature's Way         1,200      12/00      -            13,200         11.00
Post Net             1,360      12/00      -            14,280         10.50
Coffee Gallery       1,200      12/98     1/3 yr.       13,200         11.00
Carlson Travel       1,520      12/99      -            16,720         11.00
K-Nails              1,200      12/00      -            13,800         11.50
Cash Store           1,031      01/00     1/4 yr.       11,341         11.00
Country Charm        1,644      12/98     1/2 yr.       16,308          9.92
Mr. Gyro             1,200      03/99      -            13,200         11.00
Great Clips          1,200      12/00     1/5 yr.       13,800          1.50
The Basketcase       2,000      12/98     1/2 yr.       21,000         10.50
Radio Shack          2,000      01/01     1/5 yr.       18,000          9.00
Blockbuster Video    6,500      08/00      -            71,500         11.00
Master Lease         2,300






                                     -27-



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

   1998          4         6,144    $  66,239    $345,860 $  10.78       17.18%       19.15%

   1999          2         2,720       29,920     280,301    11.00        7.61%       10.67%

   2000          7        17,491      184,281     251,331    10.54       48.92%       73.32%

   2001          2         3,900       39,850      67,050    10.22       10.91%       59.43%

   2002          1         3,200       27,200      27,200     8.50        8.95%      100.00%



(1) No assumptions were made regarding the releasing of expired leases.  It is the opinion
of the Company's management that the space will be released at market rates.

</TABLE>



The Company received an appraisal prepared by an independent appraiser who is a
member in good standing  of  the  American  Institute of Real Estate Appraisers
which reported a fair  market  value  for  the  Prairie  Square property, as of
January 1, 1998, of $3,150,000.   Appraisals  are estimates of value and should
not be relied on as a measure of true worth or realizable value.







Item 7. Financial Statements and Exhibits

To be subsequently filed.












                                     -28-






                                   SIGNATURE



Pursuant to  the  requirements  of  the  Securities  Exchange  Act  of 1934, the
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:    March 19, 1998   


































                                     -29-



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