Edgar Filing: GOODWIN DANIEL L

Ownership Submission

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)
05/08/2008

(Street)

OAK BROOK, IL 60523

4. If Amendment, Date 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

(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Put Option (Obligation to Buy)

$ 15

05/08/2008

100

05/08/2008

12/20/2008

Common Stock

10,000

$ 117

615

Managed by Inland Investment Advisors, Inc. ⁽¹⁾

Put Option (Obligation to Buy)

$ 15

05/08/2008

12/20/2008

Common Stock

5,000

$ 115

665

Managed by Inland Investment Advisors, Inc. ⁽¹⁾

Put Option (Obligation to Buy)

$ 15

05/20/2008

12/20/2008

Common Stock

4,000

$ 110

705

Managed by Inland Investment Advisors, Inc. ⁽¹⁾

Put Option (Obligation to Buy)

$ 15

05/23/2008

12/20/2008

Common Stock

2,000

$ 125

725

Managed by Inland Investment Advisors, Inc ⁽¹⁾

Put Option (Obligation to Buy)

$ 15

06/09/2008

12/20/2008

Common Stock

2,000

$ 125

745

Managed by Inland Investment Advisors, Inc ⁽¹⁾

Put Option (Obligation to Buy)

$ 15

06/09/2008

12/20/2008

Common Stock

1,000

$ 145

755

Managed by Inland Investment Advisors, Inc. ⁽¹⁾

Reporting Owners

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

Signatures

/s/Daniel L. Goodwin		12/10/2008
^**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)	Inland Investment Advisors, Inc. ("Advisor") is an indirect wholly owned subsidiary of The Inland Group,Inc. ("TIGI"). Mr. Goodwin is the controlling shareholder of TIGI. Advisor is entitled to receive 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 interest in those securities and (2) his rendering of investment advice or his excercise of discretionary authority with respect to those securities.

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