Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
(Street)


OAK BROOK, IL 60523		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (obligation to buy) $ 15 09/20/2008   E   130 02/21/2008 09/20/2008 Common Stock
13,000
$ 0 0
I
Purchased by Eagle Financial Corp. (1)
Put Option (obligation to buy) $ 15 09/20/2008   E   130 02/25/2008 09/20/2008 Common Stock
13,000
$ 0 0
I
Purchased by Eagle Financial Corp (1)
Put Option (obligation to buy) $ 15 09/20/2008   E   910 03/12/2008 09/20/2008 Common Stock
100,000
$ 0 0
D
 
Put Option (obligation to buy) $ 15 09/20/2008   E   2,000 03/13/2008 09/20/2008 Common Stock
200,000
$ 0 0
D
 
Put Option (obligation to buy) $ 15 09/20/2008   E   1,500 03/14/2008 09/20/2008 Common Stock
150,000
$ 0 0
D
 
Put Option (obligation to buy) $ 15 09/20/2008   E   1,000 03/14/2008 09/20/2008 Common Stock
100,000
$ 0 0
I
Purchased by Eagle Financial Corp (1)
Put Option (obligation to buy) $ 7.5 09/18/2009   E   200 03/16/2009 09/18/2009 Common Stock
20,000
$ 0 0
D
 

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 GROUP INC
2901 BUTTERFIELD
OAK BROOK, IL 60523		     X    
INLAND REAL ESTATE INVESTMENT CORP
2901 BUTTERFIELD ROAD
OAK BROOK, IL 60523		     X    

Signatures

Daniel L. Goodwin /s/ Daniel L. Goodwin 02/16/2010
**Signature of Reporting Person Date
The Inland Group Inc. /s/ Daniel L. Gooddwin, President 02/16/2010
**Signature of Reporting Person Date
Inland Real Estate Investment Corporation /s/ Roberta S. Matlin, Senior Vice President 02/16/2010
**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) Eagle Financial Corp. is an indirect wholly-owned subsidiary of The Inland Group, Inc. ("TIGI"). Daniel L. Goodwin is the controlling shareholder of TIGI. Mr. Goodwin disclaims beneficial ownership of securities beneficially owned by Eagle except to the extent of his pecuniary interest in TIGI.

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