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):

February 11, 2010

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

On February 11, 2010, Inland Western Retail Real Estate Trust, Inc. (the “Company”) issued a press release with respect to recent leasing activity.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On February 16, 2010, the Company issued a press release with respect to the position of the Company’s Board of Directors with respect to an unsolicited tender offer for less than 5% of its common shares.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this report, including Exhibits 99.1 and 99.2, 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:

99.1Press release of Inland Western Retail Real Estate Trust, Inc., dated February 11, 2010.

99.2Press release of Inland Western Retail Real Estate Trust, Inc., dated February 16, 2010.

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,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” “focus,” 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/ Dennis K. Holland
		Dennis K. Holland
Date: February 16, 2010		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Inland Western Retail Real Estate Trust, Inc., dated February 11, 2010
99.2	Press release of Inland Western Retail Real Estate Trust, Inc., dated February 16, 2010

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
	18-05-095
	2901 Butterfield Road	Oak Brook, Ill. 60523	www.inlandwestern.com

FOR IMMEDIATE RELEASE

Contact:	Georganne Palffy, Inland Western Retail Real Estate Trust, Inc. (Analysts)
	(630) 368-2358 or georganne.palffy@inland-western.com
	Matt Tramel, Inland Communications, Inc. (Media)
	(630) 218-8000 Ext. 4896 or tramel@inlandgroup.com

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

ANNOUNCES SIGNIFICANT BIG BOX LEASES

Oak Brook, Ill.  Feb. 11, 2010 —Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) announced today that since November 2009, the company has signed 10 leases totaling 316,050  square feet of junior anchor space formerly occupied by Linens ‘n Things and Circuit City.  The leases were signed with strong national retailers including Best Buy, Marshalls, Bed Bath & Beyond, HH Gregg, and (TJX) Home Goods.

In aggregate, Inland Western has approximately 60 percent of the vacant space related to the bankruptcies of Circuit City and Linens ‘n Things leased or under letters of intent.  Additionally, during 2009, the company signed 761 new and renewal leases for over 4.2 million square feet.

“We remain focused on occupancy as well upgrading our tenant and asset profile. Our steady progression of continued leasing success is a testament to the team’s perseverance,” commented Shane Garrison, chief investment officer of Inland Western.

“As retailers look to both expand their market share and upgrade their current locations, our quality portfolio of strategically located assets remains a top tier alternative,” added Niall Byrne, president of property management.

Inland Western Retail Real Estate Trust, Inc. is a self-managed real estate investment trust that acquires, manages and develops a diversified portfolio of real estate, primarily multi-tenant shopping centers across the United States.  As of September 30, 2009, the portfolio under management totaled in excess of 49 million square feet, consisting of 299 wholly owned properties and 2 consolidated joint venture properties.  The company also has interests in 12 unconsolidated properties and 14 properties in 7 development joint ventures.  For further information, please see the company website at www.inlandwestern.com.

The statements and certain other information contained in this press release, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards, “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.

EX-99.2

Exhibit 99.2

	NEWS RELEASE18-05-095
	2901 Butterfield Road       Oak Brook, Ill. 60523       www.inlandwestern.com

FOR IMMEDIATE RELEASE

Contact:	Georganne Palffy, Inland Western Retail Real Estate Trust, Inc. (Analysts)
	(630) 368-2358 or georganne.palffy@inland-western.com
	Matt Tramel, Inland Communications, Inc. (Media)
	(630) 218-8000 Ext. 4896 or tramel@inlandgroup.com

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

BOARD OF DIRECTORS RECOMMENDS REJECTION

OF MINI-TENDER OFFER BY REITCO, LLC

Oak Brook, Ill.  Feb 16, 2010 — Inland Western Retail Real Estate Trust, Inc. (“Inland Western”) has been notified of an unsolicited mini-tender offer by REITCO, LLC (“REITCO”) to purchase up to 1,000,000 shares of Inland Western stock for $2.30 per share.  REITCO stated that any distributions paid after February 1, 2010 and additional administrative fees would reduce the offer price.  The offer is due to expire on March 15, 2010.

Inland Western is not affiliated in any way with REITCO.  The Inland Western board of directors has carefully evaluated the offer and unanimously determined that it is not in the best interest of the company’s stockholders; and therefore, recommends that stockholders reject the offer.

The board of directors believes that the current estimated value of Inland Western shares is in excess of the offer price.  Among other factors, an estimated value of Inland Western shares as of December 31, 2009 made solely for ERISA purposes was determined to be $6.85 per share.  Although current market conditions, including lower real estate prices and restricted sources of credit, may have a negative impact on the share value, the board of directors strongly believes that the estimated value of shares is in excess of $2.30 per share.  However, the company can give no assurance that stockholders could sell their shares for $6.85 or any amount above $2.30 per share; or that Inland Western shares would trade at $6.85 or any amount above $2.30 per share if listed on a national securities exchange.

Inland Western stockholders should consult with their financial advisors with any questions.  Additionally, the Securities and Exchange Commission (“SEC”) has cautioned investors about offers of this nature and has issued “Investor Tips” on mini-tender offers, which is available on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm. Broker/dealers should review the SEC’s recommendations available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Inland Western Retail Real Estate Trust, Inc. is a self-managed real estate investment trust that acquires, manages and develops a diversified portfolio of real estate, primarily multi-tenant shopping centers across the United States.  As of September 30, 2009, the portfolio under management totaled in excess of 49 million square feet, consisting of 299 wholly owned properties and 2 consolidated joint venture properties.  The company also has interests in 12 unconsolidated properties and 14 properties in 7 development joint ventures.  For further information, please see the company website at www.inlandwestern.com.

The statements and certain other information contained in this press release, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards, “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.