INLAND REAL ESTATE CORP
8-K, 1998-08-12
REAL ESTATE INVESTMENT TRUSTS
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As filed with the Securities and Exchange Commission on August 12, 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:  August 6, 1998
                       (Date of earliest event reported)



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



        Maryland                         0-28382              36-3953261

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



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


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


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











                                      -1-



Item 2. Acquisition or Disposition of Assets

Since the filing of the  last  Form  8-K  by  the  Company on May 28, 1998, the
Company has acquired  six  additional  properties.    As  of the acquisition of
Stuarts Crossing on August  6,  1998,  the  aggregate  purchase prices of these
properties exceeded 10  percent  of  the  total  assets  of  the  Company as of
December 31, 1997, and accordingly, the Company is filing this Form 8-K.

Woodland Heights Shopping Center, Streamwood, IL

On June 5, 1998,  the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center  located  at  225  Irving  Park  Road in Streamwood,
Illinois known as  "Woodland  Heights  Shopping  Center"  from Woodland Heights
Associates,  an  unaffiliated   third   party,   for  approximately  $9,600,000
(approximately $79.44 per square foot).    The  purchase price was funded using
cash and cash equivalents.   The  Company  believes that the purchase price was
fair and reasonable based on, among  other things, an appraisal received by the
Company and presented to the Company's board of directors. 

Woodland Heights Shopping  Center,  built  in  1956  and  expanded  in 1985 and
renovated in 1997,  is  a  one-story,  multi-tenant  retail facility containing
120,436 leasable square feet.  As  of  June 30, 1998, Woodland Heights Shopping
Center was 86% leased (100%  leased  if  the  master lease, which lasts for one
year, is considered).  The  Company  believes  the space currently being master
leased will be leased to  new  tenants  prior  to the termination of the master
lease.    In  evaluating  Woodland  Heights  Shopping  Center  as  a  potential
acquisition, the Company considered  a  variety  of factors including location,
demographics, tenant mix, price per  square  foot,  occupancy and the fact that
overall rental rates at the center are  comparable to market rates.  As part of
an overall renovation project  in  1997,  the  Jewel/Osco store was expanded to
60,626 square feet, a new  facade  and  new  signage  was created for the other
tenants, new roofing was installed  throughout  the center, the parking lot was
resurfaced and new parking lot  lighting  was  installed.  The Company believes
that the center is located within a vibrant economic area.  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 Woodland Heights Shopping Center  over  the  next  few years.  A substantial
portion of any monies spent on  repairs  and  improvements would be paid by the
tenants pursuant to the terms of existing leases.

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

                                     Occupancy Rate
                                          as of                    Effective
                                      December 31,               Annual Rental
            Year Ending               of Each Year               Per Square Ft
           December 31,                     %                          $
           ------------               ------------               -------------
               1997                         86                       6.09
               1996                         87                       6.06
               1995                         86                       6.07
               1994                         95                       7.65
               1993                        100                       7.47


                                      -2-



Two tenants lease  more  than  10%  of  the  total  gross  leasable area of the
property: Jewel Food Store, a grocery  store  and the U.S. Postal Service.  The
leases with these tenants require  each  of  the  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
- -----------       ----------- ----------- ------------ ------------ ---------
Jewel Food Store     60,626        50         5.00      Currently    11/30/12
  Option 1                                    5.00      12/01/12     11/30/47

U.S. Postal Service  17,750        15         8.00      Currently    11/30/99
                                              9.00      12/01/99     11/30/04


For federal income tax  purposes,  the  Company's depreciable basis in Woodland
Heights Shopping Center is approximately $7,000,000.  Depreciation expense, for
tax purposes,  is  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  available)  were $451,843.  The real estate
taxes were calculated by  multiplying  the  assessed  value  by an equalizer of
2.1517% and a tax rate of 10.584%.

On June 30, 1998, a total of  103,586  square feet was leased to twelve tenants
at Woodland Heights Shopping Center.    The  following tables set forth certain
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         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
U.S. Postal
  Service           17,750      11/04        -         142,000          8.00
Home to Home         1,600      10/98     1/3 yr.       21,618         13.23
                                          1/2 yr.
                                          1/3 yr.
Hollywood Video      8,000      09/07     2/5 yr.      114,000         14.25
Lifestyles           2,000      09/00     1/2 yr.       24,000         12.00
Jewel Food Store    60,626      11/12    1/35 yr.      303,130          5.00
New Horizon's 
  Hair Design        2,000      12/03     1/5 yr.       28,000         14.00
Streamwood Currency
  Exchange           1,050      11/00        -          17,724         16.88
Danny's Pizza        1,010      09/06        -          11,110         11.00
Bo Mei Restaurant    2,100      03/03        -          26,250         12.50
Woodland Cleaners    1,050      12/98     1/5 yr.       15,750         15.00
Subway               1,600      01/01     2/5 yr.       20,000         12.50
Video Galaxy         4,800      11/98        -          67,200         14.00
Vacant              16,850



                                      -3-



<TABLE>
<CAPTION>
                                                              Average      Percent of    Percent of
                                                              Base Rent      Total       Annual Base
                                       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          3         7,450      104,118      789.018      13.98        6.19          13.20

   1999          -          -            -         687,224        -           -              -

   2000          2         3,050       42,260      706,310      13.86        2.53           5.98

   2001          1         1,600       21,600      665,860      13.50        1.33           3.24

   2002          -          -            -         645,310        -           -              -

   2003          2         4,100       55.300      660,000      13.49        3.40           8.38

   2004          1        17,750      159,750      604,700       9.00       14.74          26.42

   2005          -          -            -         445,960        -           -              -

   2006          1         1,010       15,150      445,960      15.00         .84           3.40

   2007          1         8,000      127,680      430,810      15.96        6.64          29.64


(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 existing at
the time of releasing.

</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 Woodland Heights Shopping Center
property, as of May 28, 1998, of $9,650,000.  Appraisals are estimates of value
and should not be relied on as a measure of true worth or realizable value.


Walgreens Property, Woodstock, IL

On June 23, 1998, the  Company  acquired  the  entire  fee simple interest in a
Single-user retail property  located  at  331  N.  Irving  Avenue in Woodstock,
Illinois known as "the Walgreens  property" from Woodstock Walgreen Venture, an
unaffiliated third party,  for  approximately  $1,162,000 (approximately $73.82
per  square  foot).    The  purchase  price  was  funded  using  cash  and cash
equivalents.   The  Company  believes  that  the  purchase  price  was fair and
reasonable based on, among other  things,  an appraisal received by the Company
and presented to the Company's board of directors. 


                                      -4-



The Walgreens property,  built  in  1973,  is  a  one-story, single-user retail
facility aggregating 15,856 leasable square  feet.    As  of June 30, 1998, the
Walgreens property was 100% leased.   In evaluating the Walgreens property as a
potential acquisition, the Company  considered  a  variety of factors including
location, demographics, price  per  square  foot,  occupancy  and the fact that
overall rental rates at the center are comparable to market rates.  The Company
believes that the center  is  located  within  a  vibrant  economic area.  This
property has been  recently  renovated  to  include  a  drive-up 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 the Walgreens property over the  next  few  years.  A substantial portion of
any monies spent  on  repairs  and  improvements  would  be  paid by the tenant
pursuant to the terms of the existing lease.

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

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

               1997                        100                        6.99
               1996                        100                        6.99
               1995                        100                        6.99
               1994                        100                        6.99
               1993                        100                        6.99


One tenant leases the total gross  leasable  area of the property: Walgreens, a
drug store.  The lease with this tenant  requires it 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
- -----------       ----------- ----------- ------------ ------------ ---------
Walgreens           15,856       100         6.99       Current      03/31/30

For federal  income  tax  purposes,  the  Company's  depreciable  basis  in the
Walgreens property is approximately  $760,000.    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  for  this  property  are  paid  by  the  tenant  and are not
available from the seller.




                                      -5-



On June 30, 1998, a total of 15,856 square feet was leased to one tenant at the
Walgreens property.  The  following  tables  set forth certain information with
respect to the amount  of  and  expiration  of  the  leases at this Single User
Retail Center:

                  Approximate                         Current        Rent per
                      GLA       Lease     Renewal    Annual Rent    Square Foot
  Lessee            Leased      Ends      Option         ($)            ($)
  ------          ----------    -----     ------     -----------    -----------
Walgreens           15,856      03/30        -        $110,800         $6.99


<TABLE>
<CAPTION>
                                                              Average      Percent of    Percent of
                                                              Base Rent      Total       Annual Base
                                       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        -          -           -        $110,800         -           -             -


(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 existing at the
of releasing.

</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  Walgreens property, as of May 26,
1998, of $1,200,000.   Appraisals  are  estimates  of  value  and should not be
relied on as a measure of true worth or realizable value.


Schaumburg Plaza Shopping Center, Schaumburg, Illinois

On June 30, 1998, the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center located at Barrington Road and Weathersfield Road in
Schaumburg,  Illinois  known  as  "Schaumburg  Plaza"  from  George  Hanus,  an
unaffiliated third party  for  approximately  $6,987,300 (approximately $113.64
per square foot).  As part of  the acquisition of Schaumburg Plaza, the Company
assumed the existing debt of  $3,924,183.   This debt requires monthly payments
of interest only at a rate of  9.25% per annum through September 2004, and then
requires monthly payments of  principal  and  interest  at  a rate of 9.25% per
annum, based on a 30  year  amortization  schedule  through December 2009.  The
balance of the purchase price was funded  using cash and cash equivalents.  The
Company believes the purchase  price  was  fair  and reasonable based on, among
other things,  an  appraisal  received  by  the  Company  and  presented to the
Company's board of directors. 


                                      -6-



Schaumburg Plaza, built in 1994,  is  a one-story, multi-tenant retail facility
aggregating 61,485 leasable square feet.  As of June 30, 1998, Schaumburg Plaza
was 93% leased. (100% leased if the  master lease, which lasts for one year, is
considered).  In evaluating  Schaumburg  Plaza  as a potential acquisition, the
Company considered  a  variety  of  factors  including  location, demographics,
tenant mix, price per square foot,  occupancy  and the fact that overall rental
rates at the center are comparable to  market rates.  The center is newly built
with several strong anchor tenants: Sears,  Trak Auto and Ulta III. The Company
believes that the center is at a prime location within a vibrant economic area.
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 Schaumburg Plaza over the  next  few  years.    A substantial portion of any
monies spent on repairs and improvements would be paid by the tenants, pursuant
to the terms of the existing leases.

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


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

               1997                        100                       12.14
               1996                        100                       11.92
               1995                        100                       11.92
               1994                         95                         *
               1993                         *                          *

*Construction was completed on Schaumburg Plaza in the fourth quarter of 1994.

Three tenants lease more  than  10%  of  the  total  gross leasable area of the
property: Sears, a hardware store, Trak Auto, an auto parts store and Ulta III,
a cosmetic store.  The leases  with  these  tenants require each of them 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
- -----------       ----------- ----------- ------------ ------------ ---------

Sears               20,076       32.54        12.00     Currently   09/30/04
   Option 1                                   13.00     10/01/04    09/30/09
                                              14.00     10/01/09    09/30/14

Trak Auto           20,000       32.53         8.50     Currently   12/31/99
   Option 1                                    9.00     01/01/00    12/31/04
                                               9.50     01/01/05    12/31/10
                                              10.00     01/31/10    12/31/14


                                      -7-



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

Ulta III             8,500       13.82        11.00     Currently   01/31/00
   Option 1                                   12.00     02/01/00    01/31/05

For federal income tax purposes,  the Company's depreciable basis in Schaumburg
Plaza is approximately $5,200,000.   Depreciation expense, for tax purposes, is
computed using  the  straight-line  method.    Buildings  and  improvements are
depreciated based upon estimated useful lives  of  40 years.  Real estate taxes
paid in 1997 for the tax year  ended  1996  (the most recent tax year for which
information is generally available) were $414,144.   The real estate taxes were
calculated by multiplying the assessed value  by  an equalizer of 2.1517% and a
tax rate of 9.094%.

On June 30, 1998, a total of 61,485  square feet was leased to eight tenants at
Schaumburg Plaza.   The  following  tables  set  forth certain information with
respect to the amount  of  and  expiration  of  the leases at this Neighborhood
Retail Center:

                   Approx.                            Current    Rent per Square
                     GLA       Lease     Renewal   Annual Rent        Foot
  Lessee           Leased      Ends      Option         ($)            ($)
  ------         ----------    -----     ------     -----------    -----------
Sears              20,076      10/04     1/10 yr.     240,912         12.00
Trak Auto          20,000      06/04     1/10 yr.     170,000          8.50
Ulta III            8,500      01/00      1/5 yr.      93,500         11.00
Fuddruckers         5,520      06/09     1/15 yr.     131,000         23.73
Nationwide          1,500      10/00        -          21,000         14.00
Acceptance
  Hair Cuttery      1,450      12/99      1/5 yr.      23,180         15.99
Vacant              4,439

<TABLE>
<CAPTION>
                                                               Average     Percent of    Percent of
                                                              Base Rent       Total      Annual Base
                          Approx.      Base         Total     Per Square    Building      GLA Rent
                            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          -           -           -         672,348        -            -            -

   1999          1          1,450      23,186      672,348      15.99         2.36         3.45

   2000          2         10,000     107,500      676,384      10.75        16.26        15.89

   2001          -           -           -         568,884        -            -            -


                                      -8-



                                                              Average      Percent of    Percent of
                                                              Base Rent      Total       Annual Base
                                       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>

   2002          -           -           -         568,884        -            -            -

   2003          -           -           -         568,884        -            -            -

   2004          2         40,076     420,672      568,884      10.50        65.18        73.95

   2005          -           -           -         167,697        -            -            -

   2006          -           -           -         167,697        -            -            -

   2007          -           -           -         167,697        -            -            -


(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  existing  at the time of
releasing.

</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  Schaumburg Plaza property, as of
October 11, 1997, of $7,000,000.   Appraisals are estimates of value and should
not be relied on as a measure of true worth or realizable value.


Winnetka Commons Shopping Center, New Hope, Minnesota

On July 1, 1998,  the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center located  at  3520-3566  Winnetka Avenue North in New
Hope, Minnesota  known  as  "Winnetka  Commons"  from  WCSC  Associates Limited
Partnership,  an  unaffiliated   third   party,  for  approximately  $4,435,000
(approximately $104.65 per square foot).    The purchase price was funded using
cash and cash equivalents.   The  Company  believes that the purchase price was
fair and reasonable based on, among  other things, an appraisal received by the
Company and presented to the Company's board of directors. 

Winnetka Commons, built in 1990,  is  a one-story, multi-tenant retail facility
aggregating 42,415 leasable square feet.   As of July 1, 1998, Winnetka Commons
was 100% leased.  In  evaluating  Winnetka  Commons as a potential acquisition,
the Company considered a  variety  of factors including location, demographics,
tenant mix, price per square foot,  occupancy  and the fact that overall rental
rates at the center are comparable to  market rates.  The Company believes that
the center  is  located  within  a  steady  growth  economic  area  and is well
maintained. 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 Winnetka Commons over the  next  few  years.    A substantial portion of any
monies spent on repairs and improvements  would be paid by the tenants pursuant
to the terms of the existing leases.

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


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

               1997                        100                       10.50
               1996                         96                       10.44
               1995                         90                        9.89
               1994                         94                        8.69
               1993                         94                        8.91

Two tenants lease  more  than  10%  of  the  total  gross  leasable area of the
property:  Walgreen's, a national drug store and Big Wheel/Rossi, a foreign car
parts store.  The leases  with  these  tenants  require them to pay base annual
rent on a monthly basis as follows:

                                           Base Rent
                                           Per Square
                                            Foot Per
                    Approx.    % of Total    Annum      Lease Term
  Lessee          GLA Leased      GLA         ($)       Beginning      To
- -----------       ----------- ----------- ------------ ------------ ---------
Walgreens Drug      11,890       28.03        10.60     Currently   05/31/10
                                              11.60     06/01/10    05/31/20
                                              12.60     06/01/20    05/31/30

Big Wheel/Rossi      6,227       14.68         6.50     Currently   03/31/02
  Option 1                                     7.50     05/01/02    03/31/07

For federal income tax  purposes,  the  Company's depreciable basis in Winnetka
Commons is approximately $2,800,000.    Depreciation expense, for tax purposes,
is computed using the  straight-line  method.    Buildings and improvements are
depreciated based upon estimated useful lives  of  40 years.  Real estate taxes
payable in 1998 for the  tax  year  1998  (the  most  recent tax year for which
information is generally available) are  $175,660.   The real estate taxes were
calculated by multiplying the taxable market value by a tax rate of 5.6911%.

On July 1, 1998, a total of 42,415 square feet was leased to sixteen tenants at
Winnetka Commons.   The  following  tables  set  forth certain information with
respect to the amount  of  and  expiration  of  the leases at this Neighborhood
Retail Center:




                                     -10-



                   Approx.                            Current    Rent per Square
                     GLA       Lease     Renewal    Annual Rent       Foot
  Lessee           Leased      Ends      Option         ($)            ($)
  ------         ----------    -----     ------     -----------    -----------
Tires Plus          4,200      09/00     2/5 yr.       56,700         13.50
Back in Shape       1,542      09/01        -          16,962         11.00
McGlynn's Bakery    1,702      11/99     1/5 yr.       14,467          8.50
Hot Comics          1,400      05/01        -          10,500          7.50
Big Wheel/Rossi     6,227      03/02     1/5 yr.       40,476          6.50
A.J. Floral         1,200      09/02        -          13,200         11.00
Jade Cafe'          1,812      03/05        -          19,932         11.00
Winnetka Liquors    2,388      02/07        -          20,298          8.50
Travel Masters        900      10/01        -           7,650          8.50
Tobacco Outlet        900      06/00     1/3 yr.       11,250         12.50
New Hope For Hair     900      11/00        -          13,950         15.50
H & R Block           900      4/02         -          11,250         12.50
Frankie's Pizza     1,670      05/04        -          20,875         12.50
Brueggers Bagels    2,764      08/05        -          41,626         15.06
Dunn Bros. Coffee   2,020      01/06        -          28,280         14.00
Walgreens Drug     11,890      11/30        -         126,034         10.60


<TABLE>
<CAPTION>
                                                                Average    Percent of     Percent of
                                                               Base Rent     Total       Annual Base
                          Approx.       Base        Total      Per Square   Building      GLA Rent
                           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          -          -           -          645,356        -             -            -

   1999          1         1,702      15,318       461,058        9.00         4.01         3.32

   2000          3         6,000      82,350       456,717       13.73        14.15        18.03

   2001          4         5,512      67,461       386,925       12.24        13.00        17.44

   2002          3         8,327      66,576       323,395        8.00        19.63        20.59

   2003          -          -           -          260,033         -            -            -

   2004          -          -           -          263,936         -            -            -

   2005          2         4,576      76,100       266,324       16.63        10.79        28.57

   2006          1         2,020      34,340       191,418       17.00         4.76        17.94

   2007          1         2,388      32,238       158,272       13.50         5.63        20.37


(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  existing  at the time of
releasing.

</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  Winnetka Commons property, as of
June 15, 1998, of $4,700,000.  Appraisals are estimates of value and should not
be relied on as a measure of true worth or realizable value.



                                     -11-



Eastgate Shopping Center, Lombard, Illinois

On July 7, 1998,  the  Company  acquired  the  entire  fee simple interest in a
Neighborhood Retail Center located at  837  South Westmore in Lombard, Illinois
known as "Eastgate Shopping Center"  from  Shidler Group, an unaffiliated third
party, for approximately $7,731,000 less  a credit for $931,000 for anticipated
roof and parking  lot  repairs  (approximately  $58.33  per  square foot).  The
purchase price  was  funded  using  cash  and  cash  equivalents.   The Company
believes that the purchase price 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.

Eastgate Shopping Center, built  in  1959  and  renovated  in 1987, consists of
three one-story, multi-tenant  retail  facilities  and  a  single tenant outlot
aggregating 132,208  leasable  square  feet.    As  of  July  7, 1998, Eastgate
Shopping Center was 89% leased  (100%  leased  if the master lease, which lasts
for two years, is considered).    In  evaluating  Eastgate Shopping Center as a
potential acquisition, the Company  considered  a  variety of factors including
location, demographics, tenant mix,  price  per  square foot, occupancy and the
fact that overall rental rates  at  the  center are comparable to market rates.
Eastgate Shopping Center is an older, well established neighborhood center with
strong, long-term local tenants.    The  Company  believes  that the center was
purchased well below replacement cost.   The Company did not consider any other
factors materially relevant to the decision to acquire the property.

The Company anticipates spending approximately $931,000 of roof and parking lot
repairs to Eastgate Shopping  Center  over  the  next  few  years.  The Company
received a credit at closing of approximately $931,000 toward these costs.

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

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

               1997                        87                         9.77
               1996                        85                         9.61
               1995                        85                         9.91
               1994                        84                         9.73
               1993                        83                         9.77











                                     -12-



Two tenants lease  more  than  10%  of  the  total  gross  leasable area of the
property: the Illinois Department of  Employment  and Ace Hardware.  The leases
with these tenants require each of  them  to  pay base annual rent on a monthly
basis as follows:

                                           Base Rent
                                           Per Square
                                            Foot Per
                    Approx.    % of Total    Annum      Lease Term
  Lessee          GLA Leased      GLA         ($)       Beginning      To
- -----------       ----------- ----------- ------------ ------------ ---------
IL Department of
  Employment        24,800       18.76       5.87       Currently   11/30/99
                                             6.12       12/01/99    11/30/01
                                             6.37       12/01/01    11/30/02

Ace Hardware        17,000       12.86       5.85       Currently   05/31/03
  Option 1                                   6.89       06/01/03    05/31/10

For federal income tax  purposes,  the  Company's depreciable basis in Eastgate
Shopping Center is  approximately  $5,800,000.    Depreciation expense, for tax
purposes,  is  computed  using   the   straight-line  method.    Buildings  and
improvements are depreciated based  upon  estimated  useful  lives of 40 years.
Real estate taxes paid in 1997 for the tax year ended 1996 (the most recent tax
year for which information  is  generally  available)  were $119,000.  The real
estate taxes were calculated by multiplying the assessed value by a tax rate of
6.6902%.

On July 7, 1998, a total of 119,495 square feet was leased to forty-two tenants
at  Eastgate  Shopping  Center.     The  following  tables  set  forth  certain
information with respect to the amount  of  and expiration of the lease at this
Neighborhood Retail Center.

                   Approx.                            Current    Rent per Square
                     GLA       Lease     Renewal    Annual Rent       Foot
  Lessee           Leased      Ends      Option         ($)            ($)
  ------         ----------    -----     ------     -----------    -----------
CellOne Antenna         1      06/00     4/5 yr.        3,600           -
John Cole & Assoc.    200      12/98        -           2,400         12.00
James Stephen         400      04/99        -           4,500         11.25
Farmers, Inc.         400      05/99        -           4,500         11.25
Early Times Chimney
  Sweeps            1,049      05/01        -          11,015         10.50
Professional
  Investigations      400      07/98        -           4,320         10.80
American Family
  Insurance           400      06/99        -           4,500         11.25
Service Master        400      04/99        -           4,200         10.50
West-Tech Printing  4,000      02/01        -          28,640          7.16
Dr. Blankenship     1,200      03/01        -          13,800         11.50
Evershine Janitorial
  Service             300      09/99        -           3,300         11.00
Eastgate Dental
  Association       2,500      10/99        -          28,275         11.31
Eastgate Video      3,200      03/02     1/5 yr.       33,376         10.43
Second Time Around  3,600      09/00        -          32,256          8.96


                                     -13-



                   Approx.                            Current    Rent per Square
                     GLA       Lease     Renewal    Annual Rent       Foot
  Lessee           Leased      Ends      Option         ($)            ($)
  ------         ----------    -----     ------     -----------    -----------
Eastgate Laundry    2,200      05/99        -          22,000         10.00
Creative
  Confections       1,900      06/00        -          15,200          8.00
DuPage College      4,000      06/01        -          35,960          8.99
Call Communications 2,206      05/00        -          12,552          5.69
Kumon Math Center     400      12/98        -           4,500         11.25
DuPage Schools
  Credit Union      2,325      04/01     1/3 yr.       19,763          8.50
Frank's Barber Shop   900      11/05     1/5 yr.        8,514          9.46
Color Inn #3        1,800      02/99        -          12,600          7.00
Pizza Hut           1,600      09/98        -          20,016         12.51
21 Century Hair
  Fashion           1,800      04/00        -          13,500          7.50
IL Dept. of
  Employment       24,800      12/02        -         145,576          5.87
LaSalle Craigan
  Bank              3,200      12/98        -          38,400         12.00
Little Ones Reruns  3,306      04/99        -          26,448          8.00
Schroeder's Ace
  Hardware         17,000      05/03     1/7 yr.       99,450          5.85
Tratorria Aurora    1,600      09/02    1/10 yr.       20,064         12.54
Fashion Exchange    2,000      06/00        -          17,000          8.50
Eastgate Cleaners   2,200      12/06        -          19,778          8.99
Hair by Mark        1,600      09/02        -          20,864         13.04
Early Times Chimney
  Sweeps            2,294      05/01        -          13,764          6.00
Uniform Store       2,800      03/01        -          18,200          6.50
White Hen Pantry    2,500      02/11     4/5 yr.       16,550          6.62
State of IL Vehicle 4,368      04/99     1/5 yr.       24,810          5.68
Artworx Studio        464      12/00     1/3 yr.        4,872         10.50
Mr. Wonton          1,800      10/01     1/5 yr.       13,500          7.50
Secretary of State-
  Drivers           7,632      05/00        -          47,624          6.24
Dreams Delight Cafe 1,360      05/01        -          16,320         12.00
Midwest Insurance
  Group             2,640      05/03        -          29,040         11.00
Midwest Chimney 
  Supply              750      05/01        -           8,438         11.25
Vacant             12,713














                                     -14-



<TABLE>
<CAPTION>
                                                               Average     Percent of    Percent  of
                                                              Base Rent      Total      Annual Base
                          Approx.      Base         Total     Per Square    Building      GLA Rent
                           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          5          5,800      69,636      909,615       12.01        4.39          7.66

   1999         10         16,074     135,833      865,445        8.45       12.16         14.07

   2000          8         19,603     147,970      740,058        7.55       14.83         19.99

   2001         10         21,578     193,898      597,224        8.99       16.32         32.47

   2002          4         31,200     235,880      412,147        7.56       23.60         57.23

   2003          2         19,640     128,490      176,883        6.54       14.86         72.64

   2004          -           -           -          48,393         -           -             -

   2005          1            900       8,514       49,185        9.46         .68         17.31

   2006          1          2,200      22,396       40,671       10.18        1.66         55.07

   2007          -           -           -          20,200         -           -             -


(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 existing at the time of
releasing.

</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 Eastgate Shopping Center property,
as of April 30, 1998,  of  $6,950,000.    Appraisals are estimates of value and
should not be relied on as a measure of true worth or realizable value.


Stuarts Crossing, St. Charles, IL

On August 6, 1998, the Company acquired title to approximately 27 acres of land
located at the northeast  intersection  of  North  Avenue  and Kirk Road in St.
Charles, Illinois, to be developed  into  a 204,000 square foot shopping center
to  be  known  as  "Stuarts  Crossing"  from  H.P.  Kirk  Partners,  L.L.C., an
unaffiliated third party.    The  initial  purchase  price  of $14,176,627, was
funded with cash and cash equivalents.


                                     -15-



Included in the purchase price paid by the Company is $8,824,883 which has been
placed in a development escrow for  the construction of a Jewel/Osco Food Store
and adjacent stores.  American Stores  has  signed  a lease for a 70,640 square
foot Jewel/Osco Food Store which  Hamilton  Partners will build utilizing funds
escrowed by the  Company.    Simultaneously,  Hamilton  Partners will build and
lease space adjacent to the Jewel/Osco  Food Store, also with funds escrowed by
the Company.  The Company will receive  interest at the rate of 9.0% per annum,
paid monthly, on the development escrow.

When a significant portion of the center  is leased, the final price payable to
Hamilton Partners will be based on  capitalizing  the net operating income at a
rate of 9.5% for the Jewel/Osco Food  Store and 9.75% to 10.0% for the adjacent
stores, based on the type of tenant.



Item 7.  Financial Statements and Exhibits

To be subsequently filed.






































                                     -16-






                                   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:     August 12, 1998   


































                                     -17-



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