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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GOODWIN DANIEL L   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) (Last) (First) (Middle) 2901 BUTTERFIELD RD 3. Date of Earliest Transaction (Month/Day/Year) 08/07/2008 (Street) OAK BROOK, IL 60523 4. If Amendment, Date Original Filed(Month/Day/Year) 08/08/2008 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price COMMON STOCK (1) 08/07/2008   P   6,500 A $ 14.6085 9,126,719 (2) D (2)

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOODWIN DANIEL L 2901 BUTTERFIELD RD OAK BROOK, IL 60523	X	X
Inland Investment Stock Holding Co 2901 BUTTERFIELD RD OAK BROOK, IL 60523		X

Signatures

DANIEL L. GOODWIN /S/ DANIEL L. GOODWIN		04/30/2009
**Signature of Reporting Person		Date
INLAND INVESTMENT STOCK HOLDING COMPANY /S/ ROBERTA S. MATLIN, SENIOR VICE PRESIDENT		04/30/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This line item is being reported again solely to gain access to the electronic filing system. This Form 4 is being amended solely to clarify that Inland Investment Stock Holding Company ("IISHC") should be deemed a joint reporter with Mr. Goodwin on all Form 4s filed or amended by Mr. Goodwin after August 7, 2008. The information set forth herein should be deemed incorporated into all Form 4s filed or amended by Mr. Goodwin after August 7, 2008.
(2)	Total includes 6,632,469 shares of common stock ("Shares") owned directly by IISHC. Since August 7, 2008, when IISHC became the owner of 10% of the Shares, IISHC has only acquired Shares through the Distribution Reinvestment Plan. Because Mr. Goodwin is the controlling shareholder of The Inland Group, Inc., which is the ultimate parent of IISHC, Mr. Goodwin "beneficially owns," for Schedule 13(d) purposes, the Shares owned directly by IISHC. Mr. Goodwin's Form 4s, filed or amended after August 7, 2008, reflect all transactions in Shares engaged in by IISHC.

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