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):

October 2, 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 7.01               Regulation 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 third quarter of 2009, which letter will be sent on or about October 12, 2009 and which letter is incorporated in its entirety into this report.

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 9.01               Financial 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,” “consider,” 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.

2

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
Date: October 2, 2009		Steven P. Grimes
		Chief Operating Officer,
		Chief Financial Officer and Treasurer

3

EXHIBIT INDEX

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

EX-99.1

Exhibit 99.1

October 12, 2009

Dear Stockholder:

Enclosed is your portion of the third quarter 2009 distribution to Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) stockholders.  The board of directors declared a third quarter 2009 distribution of $0.025 per share, payable on October 12, 2009, to stockholders of record at the close of business on September 30, 2009.  This equates to a 1% 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.

In the third quarter of 2008, our board of directors voted to amend the distribution policy moving from a monthly to a quarterly distribution, effective at the beginning of 2009.  In addition, we may change the level of our distribution payouts going forward, provided we comply with REIT distribution requirements.  Also in 2008, the board of directors voted to suspend our share repurchase program. The combination of the adjustment to our distribution policy and suspension of the share repurchase program were decisions made to assist with our refinancing requirements in 2009 of approximately $1.1 billion in debt.

·The suspension of the share repurchase program should allow us to retain approximately $225 million in cash annually for use in our refinancing efforts.   The change in the distribution policy allowed us to retain approximately $50 million in cash for the first half of 2009 when comparing to the distributions paid in the first half of 2008.

·In the first half of 2009, we have reduced our outstanding debt by approximately $213 million, strengthening our balance sheet, in large part due to the changes in the distribution policy and suspension of the share repurchase program.

·We have successfully refinanced $181 million of our existing debt, reduced outstanding debt by $141 million as a result of asset dispositions, and have $628 million of our outstanding debt under application or under various stages of negotiations.

·Our cash flows from operations for the first half of 2009 were $125 million compared to $167 million for the first half of 2008. The decline in cash flows from operations is primarily due to vacancies. In 2009, we have re-leased 14% of our vacancies to national tenants and an additional 60 percent of our vacancies are under letter of intent or in various stages of lease negotiations. The benefits of this leasing activity should be realized in 2010 after the space has been occupied for one full year.

·Our board of directors will next consider a quarterly distribution in December 2009 for payment to stockholders in January 2010, based on an estimate of taxable income determined at that time.

We realize that alterations to our distribution impact you. Recognizing that we are not immune to current economic issues, we have adapted our business strategies in order to preserve stockholder capital.  Cash retention, including the adjustment to our distribution rate and suspension of our share repurchase program, provide significant funds to assist in our refinancing and re-leasing efforts. This management team and board of directors remains focused on the long-term success of the company.

Annual Meeting of Stockholders

Our Annual Meeting of Stockholders will be held on October 13, 2009.  We appreciate you taking the time to vote. Please visit our company website at www.inlandwestern.com to view the Annual Meeting of Stockholders presentation.  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.

Robert D. Parks

Chairman of the Board

Please read information regarding “Forward-looking statements” on the reverse side of this page.

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,” “consider,” 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.