UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


[X] Quarterly Report pursuant to Section 13 or 15 (d) of the Securities 
    Exchange Act of 1934

                 For the Quarterly Period Ended March 31, 1999

                                      or

[ ] Transition Report pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934

          For the transition period from             to             


                          Commission File #333-64391


                     Inland Retail Real Estate Trust, Inc.
            (Exact name of registrant as specified in its charter)


          Maryland                              #36-4246655
(State or other jurisdiction        (I.R.S. Employer Identification Number)
 of incorporation or organization)


2901 Butterfield Road, Oak Brook, Illinois                 60523
(Address of principal executive office)                   (Zip code)


       Registrant's telephone number, including area code:  630-218-8000


                                       N/A                    
                (Former name, former address and former fiscal
                      year, if changed since last report)


Indicate by  check  mark  whether  the  registrant  (1)  has  filed all reports
required to be filed by Section 13 or  15 (d) of the Securities Exchange Act of
1934 during the  preceding  12  months  (or  for  such  shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No    

As of May 12, 1999, there were 517,002 Shares of Common Stock outstanding.




                                      -1-



                        PART I - Financial Information

Item 1.  Consolidated Financial Statements



                     INLAND RETAIL REAL ESTATE TRUST, INC.
                           (a Maryland corporation)

                          Consolidated Balance Sheet

                                March 31, 1999
                                  (unaudited)


                                    Assets
                                    ------
Cash and cash equivalents (Note 1)................ $   206,732
Escrowed Funds (Note 1)...........................     978,514
Deferred offering costs (Note 1)..................   1,359,424 
                                                   ------------
Total assets...................................... $ 2,544,670
                                                   ============


                     Liabilities and Stockholders' Equity
                     ------------------------------------
Liabilities:
  Liability for subscriptions received (Note 1)... $   978,514
  Accounts payable................................       4,732
  Due to Affiliates (Note 3)......................   1,359,424
  Minority interest in Partnership................       2,000 
                                                   ------------
    Total liabilities.............................   2,344,670 
                                                   ------------
Stockholders' Equity (Notes 1 and 2):
  Preferred Stock, $.01 par value, 10,000,000
   shares authorized, none outstanding............        -
  Common stock, $.01 par value, 100,000,000 Shares
    authorized; 20,000 issued and outstanding.....         200
  Additional paid-in capital......................     199,800 
                                                   ------------
    Total stockholders' equity....................     200,000 
                                                   ------------

Commitments and contingencies


Total liabilities and stockholders' equity........ $ 2,544,670
                                                   ============





         See accompanying notes to consolidated financial statements.


                                      -2-



                     INLAND RETAIL REAL ESTATE TRUST, INC.
                           (a Maryland corporation)

                  Notes to Consolidated Financial Statements

                                March 31, 1999
                                  (unaudited)


(1)    Organization and Basis of Accounting

Inland Retail Real Estate Trust,  Inc.  (the "Company") was formed on September
3, 1998 to acquire and manage a diversified portfolio of real estate, primarily
multi-tenant  shopping  centers  and  has   not  commenced  operations.  It  is
anticipated that the Company  will  initially  focus on acquiring Properties in
the southeastern states, primarily   Florida, Georgia, North Carolina and South
Carolina.   The  Company  may  also  acquire  single-user  retail properties in
locations throughout the  United  States,  certain  of  which  may  be sale and
leaseback transactions, net leased to creditworthy tenants.  Inland Retail Real
Estate Advisory Services, Inc. (the "Advisor"), an Affiliate of the Company, is
the advisor to the Company.    On  February  11, 1999, the Company commenced an
initial public offering ("Offering"),  on  a  best  efforts basis of 50,000,000
Shares of common stock  ("Shares")  at  $10  per  Share and 4,000,000 Shares at
$9.50 per Share which may be distributed pursuant to the Company's Distribution
Reinvestment Program ("DRP").  No Shares  will be sold unless subscriptions for
at least 200,000 Shares (the "Minimum  Offering") have been obtained within six
months after commencement of the Offering.    As of March 31, 1999, the Company
had received subscriptions for a total of 97,851 Shares.  As of March 31, 1999,
escrowed funds of $978,514 were reflected  as escrowed deposits, along with the
corresponding  liability  for  subscriptions   received,  in  the  accompanying
Consolidated Financial Statements.  This does not include the $200,000 received
from the Advisor for its purchase  of  20,000 Shares before the commencement of
the Offering.

The Company intends to qualify as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986,  as amended, for federal income tax purposes
commencing with  the  tax  year  ending  December  31,  1999.    If the Company
qualifies for taxation as a REIT, the  Company generally will not be subject to
federal income tax to the extent it  distributes its REIT taxable income to its
stockholders.  If the Company fails to  qualify  as a REIT in any taxable year,
the Company will be subject  to  federal  income  tax  on its taxable income at
regular corporate tax rates.  Even  if  the Company qualifies for taxation as a
REIT, the Company may be subject to certain state and local taxes on its income
and property and federal income and excise taxes on its undistributed income.

The Company considers all highly  liquid  investments purchased with a maturity
of three months or less to be  cash  equivalents and are carried at cost, which
approximates market.

Offering costs will be  offset  against  the Stockholders' equity accounts once
the Shares sold exceed the minimum  number  of Shares and the gross proceeds of
the Offering ("Gross Offering  Proceeds")  are  released from escrow.  Offering
costs consist principally of printing, selling and registration costs.




                                      -3-



                     INLAND RETAIL REAL ESTATE TRUST, INC.
                           (a Maryland corporation)

                  Notes to Consolidated Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


(2)    Basis of Presentation

The accompanying  Consolidated  Balance  Sheet  includes  the  accounts  of the
Company, as well as the  accounts  of  the  operating partnership, in which the
Company has an approximately  99%  controlling  general  partner interest.  The
Advisor owns the remaining approximately 1% limited partner common units in the
operating partnership for which  it  paid  $2,000  and  which is reflected as a
minority interest in the accompanying  Consolidated  Balance Sheet.  The effect
of all significant intercompany transactions have been eliminated.


(3)    Transactions with Affiliates

As of March 31, 1999,  the  Company  had incurred $1,359,424 of offering costs.
Pursuant to  the  terms  of  the  Offering,  the  Advisor  is  required  to pay
organizational  and  offering   expenses   (excluding  sales  commissions,  the
marketing contribution and the  due  diligence  expense allowance) in excess of
5.5% of the gross proceeds  of  the  Offering  or all organization and offering
expenses (including selling  commissions)  which  together  exceed 15% of Gross
Offering Proceeds.  As of March  31,  1999,  offering costs did exceed the 5.5%
and 15% limitations, however the Company  anticipates that these costs will not
exceed these limitations upon completion  of  the Offering.  Any excess amounts
at the completion of the Offering will be reimbursed by the Advisor.

The Advisor and its Affiliates  are  entitled to reimbursement for salaries and
expenses of  employees  of  the  Advisor  and  its  Affiliates  relating to the
Offering and to the administration of  the  Company.  In addition, an Affiliate
of  the  Advisor  is  entitled  to  receive  selling  commissions,  a marketing
contribution  and  a  due  diligence  expense  allowance  from  the  Company in
connection with  the  Offering.    As  of  March  31,  1999,  such commissions,
marketing  contribution  and  due  diligence  expense  allowance  incurred were
$92,958, none of which were paid.

The Advisor has contributed $200,000 to the capital of the Company for which it
received 20,000 Shares.












                                      -4-



                     INLAND RETAIL REAL ESTATE TRUST, INC.
                           (a Maryland corporation)

                  Notes to Consolidated Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


(4)    Stock Option Plan and Soliciting Dealer Warrants

The Company adopted an Independent Director Stock Option Plan which, subject to
certain conditions, provides for the  grant  to each Independent Director of an
option to acquire 3,000 Shares following  their becoming a Director and for the
grant of additional options to acquire  500  Shares  on the date of each annual
Stockholders' meeting  commencing  with  the  annual  meeting  in  2000  if the
Independent Director is a member of  the  Board  on such date.  The options for
the initial 3,000 Shares to be  granted  shall be exercisable as follows: 1,000
Shares on the date of grant and  1,000  Shares  on each of the first and second
anniversaries of the date of grant.  The subsequent options will be exercisable
on the second anniversary of the  date  of  grant.  The initial options will be
exercisable at $9.05 per Share.   The subsequent options will be exercisable at
the fair market value of a Share  on the last business day preceding the annual
meeting of Stockholders, and shall be $9.05  per Share until the earlier of the
termination of the Offering or  February  11,  2001.  As  of March 31, 1999, no
options had been issued.

In addition to  sales  commissions,  Soliciting  Dealers  will also receive one
Soliciting Dealer Warrant for  each  25  Shares  sold by such Soliciting Dealer
during the Offering, subject to  state  and federal securities laws and subject
to the issuance  of  a  maximum  of  2,000,000  Soliciting  Dealers Warrants to
purchase an equivalent number of  Shares.    The  holder of a Soliciting Dealer
Warrant will be entitled to purchase one  Share  from the Company at a price of
$12 during the period commencing one  year  from the date of the first issuance
of any of the Soliciting Dealer  Warrants  and ending five years after February
11, 1999.  As of March 31, 1999, no warrants had been issued.


(5)    Subsequent Events

On April 30, 1999,  the  Company  decided  to  begin  paying distributions on a
monthly  basis,  with  the  first  distribution   to  be  paid  June  7,  1999.
Distributions have been approved at an annual rate of $.70 per Share.

Through May 3, 1999,  the  Company  had  sold  413,513  Shares resulting in net
proceeds of $3,742,293.  This amount  is  in  excess of the Minimum Offering of
200,000 Shares.  Accordingly, proceeds of the Offering which had been in escrow
were released to the Company on May 3, 1999.

Also on May 3, 1999, the Company  purchased Lake Walden Square by acquiring the
interests of  Lake  Walden  Affiliated  Partners  in  the  Lake Walden Property
Partnership.  The Company  purchased  Lake  Walden  Square for $14,538,984.  In
addition, the Company  paid  transfer  fees  of  $10,500  to the first mortgage
lender.  The property is  located  in  Plant City, Florida and contains 256,155
square feet of leasable space.  Its  tenants  lesing more than 10% of the total
gross leasable area are Kash N' Karry, K-Mart and Carmike Cinemas.


                                      -5-



Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and  elsewhere in this quarterly report on
Form 10-Q constitute  "forward-looking  statements"  within  the meaning of the
Federal Private Securities  Litigation  Reform  Act  of  1995.   These forward-
looking statements involve  known  and  unknown  risks, uncertainties and other
factors  which  may  cause   the   Company's  actual  results,  performance  or
achievements to be materially different from any future results, performance or
achievements expressed or implied  by  these forward-looking statements.  These
factors include, among  other  things,  limitations  on  the  area in which the
Company may acquire properties; risks associated with borrowings secured by the
Company's properties; competition for tenants  and customers; federal, state or
local regulations; adverse  changes  in  general  economic or local conditions;
competition for property  acquisitions  with  third  parties  that have greater
financial resources than the  Company;  inability  of lessees to meet financial
obligations; uninsured losses;  risks  of  failing  to  qualify  as a REIT; and
potential  conflicts  of  interest  between  the  Company  and  its  affiliates
including the Advisor.


Liquidity and Capital Resources

The Company was formed on September 3, 1998 to acquire and manage a diversified
portfolio of real estate, primarily  multi-tenant  shopping centers and had not
commenced operations as of March 31, 1999.   It is anticipated that the Company
will initially  focus  on  acquiring  properties  in  the  southeastern states,
primarily  Florida, Georgia, North  Carolina  and  South Carolina.  The Company
may also acquire  single-user  retail  properties  in  locations throughout the
United States, certain of  which  may  be  sale and leaseback transactions, net
leased to creditworthy tenants.   On  February  11, 1999, the Company commenced
the Offering of 50,000,000 shares at a  price of $10 per Share and of 4,000,000
Shares at a price of $9.50 per  Share  which may be distributed pursuant to the
DRP.  Inland Retail Real Estate  Advisory  Services, Inc. is the Advisor to the
Company.  As of March 31, 1999, subscriptions for  a total of 97,851 Shares had
been received from the public resulting in $978,514 in Gross Offering Proceeds.
In addition, the Company received  $200,000  from the Advisor for 20,000 Shares
issued to the Advisor.    Subscriber  funds  (other  than the Advisor's capital
contribution) will be  held  in  an  interest-bearing  escrow  account with the
Company's unaffiliated escrow agent until the Minimum Offering has been met and
subscriptions are accepted.  The  Advisor  has guaranteed payment of all public
offering expenses (excluding  selling  commissions,  the marketing contribution
and the due  diligence  expense  allowance)  in  excess  of  5.5%  of the gross
proceeds of the Offering  (the  "Gross  Offering Proceeds") or all organization
and offering expenses (including such  selling expenses) which together exceeds
15% of the Gross Offering Proceeds.

The Company will provide the following programs to facilitate investment in the
Shares and to provide limited liquidity  for  Stockholders until such time as a
market for the Shares develops:






                                      -6-



The Distribution  Reinvestment  Program  will  allow  Stockholders who purchase
Shares pursuant to  the  Offering  to  automatically  reinvest distributions by
purchasing additional Shares from  the  Company.    Such  purchases will not be
subject to selling commissions or  the Marketing Contribution and Due Diligence
Expense Allowance and will be sold at a price of $9.50 per Share.

The Share Repurchase  Program  will,  subject  to certain restrictions, provide
existing Stockholders with limited, interim  liquidity by enabling them to sell
Shares back to the Company at a price  of $9.05 per Share.  Shares purchased by
the Company will not be available for resale.


Results of Operations

As of March 31,  1999,  subscriptions  for  a  total  of 97,851 Shares had been
received from the  public  at  $10  per  Share  resulting  in $978,514 in Gross
Offering Proceeds.  In addition, the Company has received the Advisor's capital
contribution of $200,000 for  which  it  was  issued 20,000 Shares.  Subscriber
funds are held in an  interest-bearing  escrow  account until proceeds equal to
the Minimum Offering have been received.

As of March 31,  1999,  the  Advisor  advanced  approximately $1,359,000 to the
Company for costs incurred with the Offering.


Year 2000 Issues

General

Many computer operating  systems  and  software  applications were designed such
that the year 1999 is the  maximum  date  that  can be processed accurately.  In
conducting business,  the  Company  relies  on  computers  and operating systems
provided by equipment manufacturers, and  also on application software developed
internally and, to a limited extent,  by  outside software vendors.  The Company
has assessed its vulnerability to  the  so-called "Year-2000 Issue" with respect
to its equipment and computer systems.

State of Readiness

The Company has identified the  following three areas for "Year-2000" compliance
efforts:

Business Computer Systems: The majority  of the Company's information technology
systems were  developed  internally  and  include  accounting, lease management,
investment portfolio tracking,  and  tax  return  preparation.   The Company has
rights to the source code for these applications and employs programmers who are
knowledgeable regarding these systems.   The  Company has conducted tests of its
internal systems  to  determine  year  2000  compliance,  and  these  tests have
demonstrated that the  Company  should  not  experience  any significant adverse
effects to its business as a  result  of  the Year-2000 Issue.  The Company does
not anticipate any  material  costs  relating  to  its business computer systems
regarding  year  2000  compliance  since  the  Company's  critical  hardware and
software systems use four digits  to  represent the applicable year.  Therefore,
the Company is not currently  planning  any  independent testing of its critical
systems; however, should additional facts present themselves that would make it 


                                      -7-



prudent for the Company to have  independent testing conducted, the Company will
do so.  The Company does  use  various computers, so-called "PC's", that may run
software that may not use  four  digits  to  represent the applicable year.  The
Company has tested the PC  hardware  to  determine year 2000 compliance, and the
results of these tests have demonstrated  that the Company should not experience
any significant adverse effects to  its  business  as  a result of the Year-2000
Issue.  It should  be  noted  that  such  PC's  are  incidental to the Company's
critical systems.

Tenants and Suppliers: The Company  has surveyed proposed tenants, suppliers and
other parties with  whom  the  Company  intends  to  do  a significant amount of
business to identify the Company's potential  exposure in the event such parties
are not year 2000 compliant.  The survey consists of a questionnaire sent to the
significant tenants and suppliers  of  the  properties  initially intended to be
acquired by  the  Company.  The  Company  is  in  the  process  of reviewing the
responses to such questionnaires.  Since this method involves parties over which
the Company has no control, such  as  public utility companies, it is difficult,
at best, to judge the  status  of  the  outside companies' year 2000 compliance.
The Company will be working closely with  all suppliers of goods and services in
an effort to minimize the impact of  the  failure of any supplier to become year
2000 compliant by December 31, 1999. Currently,  the Company is not aware of any
material impact on its business,  operations  or financial condition due to year
2000 non-compliance by any one of the Company's proposed tenants or suppliers.

Non-Information Technology Systems:  In  the  operation  of  its properties, the
Company   will   acquire   equipment    with   embedded   technology   such   as
microcontrollers,  which  operate  heating,  ventilation,  and  air conditioning
systems, fire alarms, security systems, telephones and other equipment utilizing
time-sensitive technology.  The Company will evaluate its potential exposure and
costs if such non-information technology systems are not year 2000 compliant and
expects to be able to complete its assessment during the second quarter of 1999.

Year 2000 Costs

As of March 31, 1999,  the  Company's  Advisor  and its Affiliates estimate that
costs to achieve year  2000  compliance  will  not  exceed $100,000 for all such
Affiliates. However,  as  of  March  31,  1999,  the  Company's  Advisor and its
Affiliates anticipate that only approximately 3% of these costs will be directly
allocated to and paid by the  Company.  The  balance of the year 2000 compliance
costs, approximately 97%,  will  be  paid  by  the  Advisor  and its Affiliates.
Total year 2000 compliance costs  incurred  by such Affiliates through March 31,
1999 are estimated at approximately $5,000.















                                      -8-



Year 2000 Risks

The most reasonable likely worst case  scenario  for the Company with respect to
the year 2000  non-compliance  of  its  business  computer  systems would be the
inability to access  information  which  could  result  in  the failure to issue
financial reports.   The  most  reasonable  likely  worst  case scenario for the
Company with respect to year  2000  non-compliance  of its tenants is failure to
receive rental income which could  result  in  the  Company being unable to meet
cash requirements for monthly expenses  and distributions.  However, the Company
is permitted to  borrow  funds  to  meet  distribution  requirements.   The most
reasonable likely worst case scenario for  the  Company with respect to the year
2000  non-compliance  of  its  suppliers  is  the  failure  to  supply necessary
utilities;  including,  but  not  limited   to   heating,   as  a  result  of  a
malfunctioning of non-information technology  systems  in  some of the Company's
properties.

Contingency Plan

The Company is in the process  of  formulating  a contingency plan which will be
developed by July 1999.  The contingency plan may include printing copies of all
computer records during December 1999 to  ensure  that such records are not lost
in the event that the Company's internal computer systems become inoperative due
to year 2000 non-compliance.





                          PART II - Other Information

Items 1 through 5 are omitted  because  of the absence of conditions under which
they are required.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits required by the Securities and Exchange Commission Regulations
         S-K. Item 601.  The following documents are incorporated by reference:

         Registration Statement on Form  S-11  and related exhibits, as amended,
         File No. 333-64391, filed under the Securities Act of 1933.

    (b)  Reports on Form 8-K

         None













                                      -9-






                                  SIGNATURES



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 thereunto duly authorized.



                            INLAND RETAIL REAL ESTATE TRUST, INC.



                                  /S/ ROBERT D. PARKS
                                  
                            By:   Robert D. Parks
                                  Chairman and Chief Executive Officer
                            Date: May 14, 1999



                                  /S/ BARRY LAZARUS

                            By:   Barry Lazarus
                                  President and Chief Operating Officer
                            Date: May 14, 1999



                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Treasurer and Chief Financial Officer
                            Date: May 14, 1999



















                                     -10-