EXHIBIT 1.1(a)

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                                 EXHIBIT 1.1(a)

     Amendment No. 1 to the Dealer/Manager Agreement dated October 15, 1996
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                AMENDMENT NO. 1 TO THE DEALER/MANAGER AGREEMENT



             AMENDMENT NO. 1, dated as of October 15, 1996 to the Dealer
Manager Agreement (the "Agreement"), dated July 16, 1996 by and between Inland
Real Estate Corporation (the "Company") and Inland Securities Corporation
("Inland Securities").

             WHEREAS, the Company is desirous of selling Shares to residents of
the State of Minnesota,

             WHEREAS, the State of Minnesota has advised the Company that it
may not issue warrants to Soliciting Dealers registered in the State of
Minnesota selling Shares to residents of the State of Minnesota, and

             WHEREAS, the Company and Inland Securities have agreed that Inland
Securities will not reallow Soliciting Dealer Warrants to Soliciting Dealers
registered in Minnesota selling Shares to residents of the State of Minnesota.

             NOW, THEREFORE, the parties hereto agree as follows:

             Section 1.   Reallowance of Soliciting Dealers Warrants.

             Notwithstanding the provisions of the Agreement, Inland Securities
will not reallow Soliciting Dealer Warrants to Soliciting Dealers registered in
the State of Minnesota selling Shares to residents of the State of Minnesota.

             Section 2.   Applicable Law.

             This Amendment No. 1 shall be construed in accordance with and
governed by the substantive laws of the State of Illinois.

             Section 3.   Counterparts.

             This Amendment No. 1 may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall be
considered one in the same instrument.

             Section 4.   Defined Terms.

             All terms used in this Amendment No. 1 whether defined in the
Agreement either directly or by reference therein, have the meanings assigned
to them herein, except to the extent such terms are defined or modified in this
Amendment No. 1.

             Section 5.   Prior Agreement.
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             Except as modified by this Amendment No. 1, the Dealer Manager
Agreement is reaffirmed in all respects, and shall remain in full force and
effect.

             IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to the  Agreement to be duly executed this ___ day of
___________________, 1996.


                    Inland Real Estate Corporation, Inc., a Maryland corporation


                                                 By:___________________________
                                                    Title:_____________________

                                                 Inland Securities Corporation

                                                 By:___________________________
                                                    Title:_____________________