8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 10, 2009

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(exact name of registrant as specified in charter)

Maryland (State or other jurisdiction of incorporation)	000-51199 (Commission File Number)	42-1579325 (IRS Employer Identification No.)
2901 Butterfield Road, Oak Brook, Illinois		60523
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (630) 218-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter to be sent by Inland Western Retail Real Estate Trust, Inc. (the “Company”) to its stockholders in connection with, among other things, the Company’s distribution for the second quarter of 2009, which letter will be sent on or about July 10, 2009 and which letter is incorporated in its entirety into this filing.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following Exhibit is included with this Report:

99.1Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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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 WESTERN RETAIL REAL ESTATE TRUST, INC.
	(Registrant)
	By:	/s/ Steven P. Grimes
		Steven P. Grimes
Date: July 10, 2009		Chief Operating Officer, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

EX-99.1

Exhibit 99.1

July 10, 2009

Dear Stockholder:

Enclosed is your portion of the second quarter 2009 distribution to Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) stockholders.  On June 9, 2009, our board of directors declared the second quarter 2009 distribution of $0.05 per share, payable on July 10, 2009, to stockholders of record at the close of business on June 22, 2009.  This equates to a 2% annualized yield assuming a purchase price of $10.00 per share.  As each distribution is determined quarterly by our board of directors, the annualized yield is not necessarily indicative of future distributions.  If you have invested through a trustee or participate in Direct Deposit or the Distribution Reinvestment Program, a distribution statement is enclosed in lieu of a check.

Our primary focus in this market is on refinancing our debt and managing our occupancy.  The challenges in accessing funding to finance our existing debt maturities as a result of the illiquidity in the credit markets, as well as the requisite additional cash needed for leasing in order to market space and prepare it for new tenants, mandates modifications to our cash management approach.  Therefore, we have made strategic changes, including the suspension of the share repurchase program and the change in the distribution policy, in order to retain cash to assist with current refinancing and re-tenanting issues.  The suspension of the share repurchase program will result in annual retention of approximately $225 million while the changes to the distribution policy retained approximately $31 million in the first quarter.

We have over $1 billion in debt that is maturing in 2009.  The majority of our debt is individual property, non-recourse loans; the average loan size of our outstanding debt is approximately $14 million.  We believe that smaller sized loan amounts provide us with more flexibility and a broader range of lender options.  Although the debt markets remain challenging, in the first half of the year, we refinanced over $141 million and have an additional $472 million under application or in various stages of negotiation.

Managing our occupancy is also critical as the demise of three former, large, national tenants, Mervyns, Linens ‘n Things and Circuit City, have decreased our historical occupancy from approximately 97% to 88%. While a number of retailers are struggling in the current economy, other retailers are taking the opportunity to expand.  We believe that our strong relationships with many national tenants have allowed us to capitalize upon these expansion plans and we are encouraged by extraordinary efforts of our property management and leasing teams.  Approximately 10% of the available space from the three former tenants has already been re-leased and an additional 63% is in various stages of negotiation.

The Inland Western website (www.inlandwestern.com) is a valuable resource for current company information.  Recent additions include a slide presentation entitled Inland Western Quarterly Update March 31, 2009 and Frequently Asked Questions.  We encourage stockholders to view these pieces and regularly visit our website for updated information.

I assure you that we remain dedicated to managing our portfolio and the entire company in a manner that will ensure our long-term strength while preserving stockholder capital.  If you have any questions about your investment, please contact your financial advisor or Inland Western Investor Relations at 800.541.7661.

Sincerely,

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

Michael J. O’Hanlon

Chief Executive Officer and President

Statements and other information contained in this letter which can be identified by the use of forward-looking terminology such as “anticipate,” “may,” “will,” “expect,” “continue,” “remain,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

Inland Western Retail Real Estate Trust, Inc.  2901 Butterfield Road  Oak Brook, Illinois 60523  800.541.7661  www.inlandwestern.com