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      August 5, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (630) 645-7259

Mr. James W. Kleifges
Vice President and Chief Financial Officer
Inland Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, IL  60523

      Re:	Inland Retail Real Estate Trust, Inc.
      Form 10-K for the year ended December 31, 2004
      Filed March 15, 2005
      File No. 000-30413

Dear Mr. Kleifges:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents.  In our comments,
we
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Financial Statements and Notes

Consolidated Statements of Cash Flows, page 63

1. We note your disclosure in Note 5 on page 78 that you account
for
payments received under your master lease agreements related to
certain acquisitions as a reduction in the purchase price of the
respective property rather than as rental income.  We also note
that
you include the cash received under this master lease agreement as
an
adjustment to net income (loss) when arriving at net cash provided
by
operating activities.  Please advise us why you have classified
cash
received under this master lease agreement as cash flow from
operating activities rather than cash flow from investing
activities.
In addition, your classification of this item as "rental income"
should be revised to a title that is more consistent with how you
are
accounting for this transaction.

*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3780, if you have questions. Please respond to the
comments
included in this letter within 10 business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Linda van Doorn
      Senior Assistant Chief Accountant

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Mr. James W. Kleifges
Inland Retail Real Estate Trust, Inc.
August 5, 2005
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