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                                                              EXHIBIT 4.1(a)

                               FIRST AMENDMENT TO
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                  INLAND RETAIL REAL ESTATE LIMITED PARTNERSHIP

         This is the First Amendment dated as of March 4, 1999 (this "First
Amendment") to that certain Agreement of Limited Partnership of Inland Retail
Estate Limited Partnership (the "Operating Partnership Agreement") dated as of
February 11, 1999, by and among Inland Retail Real Estate Trust, Inc., a
Maryland corporation, as General Partner, and Inland Retail Real Estate Advisory
Services, Inc., an Illinois corporation, as the initial Limited Partner, and
those other parties, if any, who become Limited Partners.

         WHEREAS, the parties hereto have agreed that, in addition to the
proscriptions contained in the Operating Partnership Agreement, the General
Partner shall have no right or power to do any act in contravention of the
Articles or the Bylaws of the General Partner, as they may be amended or
restated from time to time, or which would allow or result in the payment of
duplicate fees for the same matter, cause, service or purpose.

         NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and for good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

         1. Section 8.2 of the Operating Partnership Agreement is hereby amended
to read as follows:

                  8.2 LIMITATIONS ON POWERS AND AUTHORITIES OF PARTNERS.
Notwithstanding the powers of the General Partner set forth in Section 8.1
hereof, the General Partner shall have no right or power to do any of the
following:

                  A. do any act in contravention of this Operating Partnership
         Agreement, or the Articles or the Bylaws of the General Partner, as
         they may be amended or restated from time to time, or which would allow
         or result in the payment of duplicate fees for the same matter, cause,
         service or purpose;

                  B. do any act which would make it impossible to carry on the
         ordinary business of the Operating Partnership, except to the extent
         that such act is specifically permitted by the terms hereof;

                  C. possess Operating Partnership property or assign rights in
         specific Operating Partnership property for other than Operating
         Partnership purposes, except as otherwise provided in this Operating
         Partnership Agreement; or

                  D. do any act in contravention of applicable law.



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         2. Capitalized terms used herein shall have the same meaning as in the
Operating Partnership Agreement.

         3. Except as amended by this First Amendment, the Operating Partnership
Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
First Amendment as of the date first written above.

                                GENERAL PARTNER:
                                INLAND RETAIL REAL ESTATE TRUST, INC.

                                By:     /s/ Roberta D. Parks
                                        --------------------------------
                                Its:    Chairman
                                        --------------------------------


                                LIMITED PARTNER:
                                INLAND RETAIL REAL ESTATE ADVISORY
                                SERVICES, INC.
                                2901 BUTTERFIELD ROAD
                                OAK BROOK, ILLINOIS 60523
                                ATTN:  PRESIDENT
                                By:     /s/ Patricia A. Challenger
                                        --------------------------------
                                Its:    Vice President
                                        --------------------------------