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) 02/20/2009 (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 Common Stock 02/20/2009   P   2,000 A $ 7.8166 9,850,481 (1) (2) D   Common Stock 02/20/2009   P   2,000 A $ 7.8166 9,852,481 (1) (2) I Purchased by Eagle Financial Common Stock 02/20/2009   P   10,000 A $ 7.8166 9,862,481 (1) (2) I Purchased by Inland American (3) Common Stock 02/20/2009   P   1,000 A $ 7.8166 9,863,481 (1) (2) I Managed by Inland Investment Advisors (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Signatures

/s/Daniel L. Goodwin		02/23/2009
**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)	Total includes 658,946 shares of common stock owned directly by Mr. Goodwin and/or his spouse. Also includes common stock owned directly by the following entities: 727,820 by Inland American Real Estate Trust, Inc. ("American"); 315,820 by Inland Western Retail Real Estate Trust, Inc. ("Western"); 9,091 by The Inland Group, Inc. ("TIGI"); 161,353 by Inland Mortgage Investment Corporation; 6,964,685 by Inland Investment Stock Holding Company;132,406 by Partnership Ownership Corporation; and 682,982 by Eagle Financial Corporation. The latter four entities are wholly owned subsidiaries of TIGI. Mr. Godwin is the controlling shareholder of TIGI.
(2)	Mr. Goodwin directly and indirectly owns shares of American and Western. Shares of IRC owned by American and Western are managed by Inland Investment Advisors, Inc. ("Advisors"). The number reported also includes 893,360 shares of common stock "beneficially owned" for Section 16 purposes by Advisors because it is entitles to receive performance based fees. Mr. Goodwin disclaims beneficial ownership of these shares except to the extent Advisors receives performance-based fees. Advisors is an indirect wholly owned subsidiary of TIGI. Mr. Goodwin disclaims beneficial ownership of shares beneficially owned by American, Western and TIGI and its subsidiaries except to the extent of his ownership in those entities, respectively.
(3)	Mr. Goodwin directly and indirectly owns shares of American. American holds shares of IRC in and account with Advisors. Advisors shares investment control with American over securities held in American's account. Mr. Goodwin disclaims beneficial ownership of shares that Advisors controls except to the extent of (1) his pecuniary interest in those shares and (2) his rendering of investment advice or excerise of discretionary authority with respect to those shares.
(4)	Advisors is entitled to receive performance based fees with respect to equity securities and Advisors shares investment control with the account holder. Mr. Goodwin disclaims beneficial ownership of equity securities that Advisors controls except to the extent of (1) his peccuniary interest in those securities and (2) his rendering of investment advice or his exercise of discretionary authority with respect to those securities.

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