SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOODWIN DANIEL L

(Last)

(First)

(Middle)

2901 BUTTERFIELD RD

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INLAND REAL ESTATE CORP [ IRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Inland Real Estate Corporation Common Stock	12/01/2008		P		2,000	A	$9.6263	9,494,565⁽¹⁾⁽²⁾	D
Inland Real Estate Corporation Common Stock	12/01/2008		P		2,000	A	$9.6263	9,496,565⁽¹⁾⁽²⁾	I	Shares owned by Eagle Financial⁽³⁾
Inland Real Estate Corporation Common Stock	12/01/2008		P		11,000	A	$9.6263	9,507,565⁽¹⁾⁽²⁾	I	Shares Owned by Inland American⁽⁴⁾
Inland Real Estate Corporation Common Stock	12/01/2008		X		1,000	A	$15	9,508,565⁽¹⁾⁽²⁾	D
Inland Real Estate Corporation Common Stock	11/28/2008		X		2,000	A	$17.5	9,510,565⁽¹⁾⁽²⁾	I	Owned by Eagle Financial⁽³⁾
Inland Real Estate Corporation Common Stock	12/01/2008		X		2,500	A	$15	9,513,065⁽¹⁾⁽²⁾	I	Managed by Inland Investment Advisor, Inc.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (Obligation to Buy)	$15	12/01/2008		X			10	05/20/2008	12/20/2008	Inland Real Estate Corporation Common Stock	1,000	$0	540	D
Put Option (Obligation to Buy)	$17.5	11/28/2008		X			2,000	05/20/2008	12/20/2008	Inland Real Estate Corporation Common Stock	2,000	$0	80	I	Shares owned by Eagle Financial⁽³⁾
Put Option (Obligation to Buy)	$15	12/01/2008		X			25	05/20/2008	12/20/2008	Inland Real Estate Corporation Common Stock	2,500	$0	515	I	Managed by Inland Investment Advisors⁽⁵⁾

Explanation of Responses:

1. Includes 578,946 shares of IRC common stock owned directly by Mr. Goodwin and/or his spouse. Also includes shares of common stock owned directly by the following entities: 682,820 by Inland American Real Estate Trust, Inc. ("American"); 315,820 by Inland Western Retail Real Estate Trust, Inc. ("Western);9,091 by The Inland Group, Inc. ("TIGI");157,875 by Inland Mortgage Investment Corporation; 6,805,277 by Inland Investment Stock Holding Company; 129,376 by Partnership Ownership Corporation and 653,982 by Eagle Financial Corporation. The latter four entities are wholly-owned subsidiaries of TIGI. Mr. Goodwin is the controlling shareholder of TIGI.

2. Mr. Goodwin directly and indirectly owns shares of American and Western. Shares of IRC owned by American and Western are managed by Inland Investment Advisors, Inc. ("Advisor"). The number reported also includes 831,360 shares of common stock "beneficially owned" for Section 16 purposes by Advisor because it is entitled to receive performance-based fees. Mr. Goodwin disclaims beneficial ownership of these shares except to the extent Advisor receives performance-based fees. Advsor is an indirect wholly-owned subsidiary of TIGI. Mr. Goodwin disclaims beneficial ownership of shares beneficially owned by American, Western and TIGI and its subsidiaries except to the extent of his ownership in those entities, respectively.

3. See footnote 1 for relationship between Eagle Financial and Mr. Goodwin.

4. Includes 5,000 shares owned by Minto Builders (Florida), Inc., a controlled subsidiary of American that is consolidated with American in American's financial statements. Mr. Goodwin disclaims beneficial ownership of shares owned by Minto except to the extent of his ownership of American. Mr. goodwin directly and indirectly owns shares of American. American holds shares of IRC in an account with Advisor. Advisor shares investment control with American over securities held in American's account. Mr. Goodwin disclaims bendficial ownership of shares that Advisor controls except to the extent of (1) his pecuniary interest in those shares and (2) his rendering of investment advice or excersise of discretionary authority to those shares.

5. Advisor is entitled to received performance-based fees with respect to equity securities reported in the row that corresponds to this footnote, and Advisor shares investment control with the account holder. Mr. Goodwin disclaims beneficial ownership of equity securities that Advisor controls except to the extent of (1) his pecuniary intererst in those securities and (2) his rendering of investment advice or his exercise of discretionary authority with respect to those securities.

	/s/Daniel L. Goodwin	12/03/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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