UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 2.

Identity and Background

Item 2 of Schedule 13D is hereby amended and supplemented by the addition of the following information:

(a)           Minto Builders (Florida), Inc. (“MB REIT”)

(b)           State of Incorporation:  Florida

Address of Principal Office:  2901 Butterfield Road, Oak Brook, Illinois 60523

(c)           Principal Business:  MB REIT is a real estate investment trust which invests in and acquires, holds, manages, administers, controls and disposes of real estate assets.

(d)           MB REIT has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.  To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e)           MB REIT is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party.  To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix I filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of MB REIT, which information is incorporated by reference into this Item 2.

In addition, the last paragraph of Item 2 of the Initial Statement is hereby amended and restated in its entirety as follows:

Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG, MB REIT, Daniel L. Goodwin, Robert D. Parks, and Robert H. Baum, collectively, are referred to herein as the “Reporting Persons.”

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

Pursuant to the Inland American Advisory Agreement, Adviser has purchased on behalf of Inland American an additional 170,750 Shares for an aggregate price of $3,440,112 in approximately 17 open-market transactions from June 24, 2008 through July 17, 2008.  The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an investment advisory agreement for discretionary accounts, substantially in the form attached as Exhibit 7.3 to this Schedule 13D, Adviser has purchased on behalf of MB REIT 33,000 Shares for an aggregate price of $644,197 in approximately 7 open-market transactions from June 9, 2008 through July 17, 2008.  The working capital of MB REIT and brokerage account margin loans were the sources of consideration for the purchases.

The tenth and eleventh paragraphs of Item 3 of the Initial Statement are hereby amended and restated in their entirety as follows:

The Inland American Advisory Agreement and the investment advisory agreements for discretionary accounts by and between Adviser and each of Inland Western, IREC, Eagle, MB REIT, Mr. Goodwin, Mr. Parks, Mr. Baum and Adviser’s clients who are not Reporting Persons, respectively, are collectively referred to in this Schedule 13D as the “Advisory Agreements.”

To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT, this Item 3 is inapplicable to the executive officers and directors listed on Appendices A through I, respectively, to the extent those officers and directors are not Reporting Persons, because none of the executive officers and directors who are not Reporting Persons owns any Shares of the Company.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)           See response corresponding to row 11 of the cover page of each Reporting Person for the aggregate number of Shares beneficially owned by the Reporting Persons, which is incorporated herein by reference.  See response corresponding to row 13 of the cover page of each Reporting Person for the percentage of Shares beneficially owned by each of the Reporting Persons, which is incorporated herein by reference.  The Adviser makes decisions as to dispositions of the Shares held in the discretionary accounts of the Adviser Clients (as defined below in Item 6) by means of a committee composed of three of the directors of Adviser.  No one officer or director of any of the Reporting Persons, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares.

(b)           See responses corresponding to rows seven through ten of the cover page of each Reporting Person for the number of Shares as to which that Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition, which responses are incorporated herein by reference.  The Adviser shares the power to vote or direct the vote and the power of disposition with each of the Adviser Clients with respect to the Shares in their respective accounts.

(c)           Since the most recent filing on Schedule 13D, Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

Date

Type of Transaction

No. of Shares

Price Per Share

Total Purchase Price

June 24, 2008

Buy

8,000

$

20.88

$

167,018

June 25, 2008

Buy

1,500

$

21.06

$

31,593

June 26, 2008

Buy

8,200

$

20.79

$

170,514

June 27, 2008

Buy

8,600

$

20.20

$

173,691

June 30, 2008

Buy

3,000

$

20.48

$

61,425

July 1, 2008

Buy

4,500

$

20.83

$

93,723

July 2, 2008

Buy

4,800

$

20.83

$

99,974

July 3 , 2008

Buy

1,800

$

20.70

$

37,251

July 7, 2008

Buy

6,400

$

20.74

$

132,705

July 8, 2008

Buy

14,000

$

20.82

$

291,539

July 9, 2008

Buy

29,800

$

20.44

$

609,106

July 10, 2008

Buy

15,500

$

20.19

$

313,459

July 11, 2008

Buy

20,000

$

20.08

$

402,153

July 14, 2008

Buy

15,000

$

19.64

$

295,016

July 15, 2008

Buy

10,000

$

18.84

$

188,747

July 16, 2008

Buy

2,900

$

18.66

$

54,204

July 17, 2008

Buy

16,750

$

18.95

$

317,997

Date

Type of Transaction

No. of Shares

Price Per Share

Total Purchase Price

July 9, 2008

Buy

5,000

$

20.30

$

101,655

July 10, 2008

Buy

5,000

$

20.19

$

101,119

July 11, 2008

Buy

3,000

$

20.08

$

60,327

July 14, 2008

Buy

5,000

$

19.64

$

98,342

July 15, 2008

Buy

5,000

$

18.84

$

94,376

July 16, 2008

Buy

5,000

$

18.66

$

93,452

July 17, 2008

Buy

5,000

$

18.95

$

94,928

To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT, respectively, none of their executive officers and directors has effected any other transactions in Shares of the Company in the last 60 days.

(d)           None.

(e)           Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The first and third paragraphs of Item 6 of the Initial Statement are hereby amended and restated in their entirety as follows:

The Adviser purchased the Shares for the accounts of its clients, respectively, pursuant to the terms of the client’s corresponding Advisory Agreement.  The Advisory Agreements provide that Adviser has full discretionary authority with respect to the investment and reinvestment of the assets of the separate accounts that each of Inland American, IREC, Inland Western, Eagle, MB REIT, Mr. Goodwin, Mr. Parks, Mr. Baum, and Adviser’s other clients that own Shares (collectively, the “Adviser Clients” and each individually, an “Adviser Client”) maintains with Adviser, subject to certain investment guidelines that the Adviser Clients may provide from time to time.  These guidelines take effect generally fifteen days after notice to Adviser.  The Advisory Agreements also provide that the Adviser has the power as an Adviser Client’s proxy and attorney-in-fact to vote, tender or direct the voting or tendering of all of the assets of the accounts of that Adviser Client.  Either party to an Advisory Agreement may terminate that Advisory Agreement upon thirty days’ written notice.  The Inland American Advisory Agreement is attached to this Schedule 13D as Exhibit 7.1, a form of advisory agreement into which Adviser has entered with

Inland Western and IREC, respectively, is attached to this Schedule 13D as Exhibit 7.2, and a form of advisory agreement into which each of the other Adviser Clients has entered is attached as Exhibit 7.3 to this Schedule 13D.

Inland American, Adviser, IREIC, TIGI, Inland Western, IREC, Eagle, TIRETG and MB REIT are separate legal entities.  IREIC sponsored Inland American, IREC and Inland Western.  Adviser is a wholly owned subsidiary of IREIC, which is a wholly owned subsidiary of TIGI, of which Mr. Goodwin is a controlling shareholder.  Eagle is a wholly owned subsidiary of TIRETG, which is a wholly owned subsidiary of TIGI.  MB REIT is a controlled subsidiary of Inland American.  Some of the Reporting Persons have some common officers and directors; however, the boards of directors of Inland American, Inland Western, and IREC are each comprised of a majority of independent directors.  An investment committee comprised of three members of the board of directors of Adviser oversees the overall investment strategy and decisions made with respect to the discretionary accounts that Adviser manages within the respective investment guidelines provided to it by its clients, including Inland American and the other Adviser Clients.  Mr. Goodwin, Mr. Robert D. Parks and Ms. Roberta S. Matlin are the members of this investment committee.  Mr. Goodwin manages the day-to-day operations of Adviser.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

Exhibit Number

Exhibit

7.6

Joint Filing Agreement

Dated:

 July 17, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

Vice President – Administration

Dated:

 July 17, 2008

INLAND INVESTMENT ADVISORS, INC.

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

President

Dated:

 July 17, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

Senior Vice President

Dated:

 July 17, 2008

INLAND REAL ESTATE CORPORATION

/s/ Mark E. Zalatoris

Name:

Mark E. Zalatoris

Title:

Chief Executive Officer

Dated:

 July 17, 2008

THE INLAND GROUP, INC.

/s/ Daniel L. Goodwin

Name:

Daniel L. Goodwin

Title:

President

Dated:

 July 17, 2008

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

/s/ Steven P. Grimes

Name:

Steven P. Grimes

Title:

Chief Operating Officer and Chief Financial Officer

Dated:

 July 17, 2008

EAGLE FINANCIAL CORP.

/s/ Daniel L. Goodwin

Name:

Daniel L. Goodwin

Title:

President

Dated:

 July 17, 2008

THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC.

/s/ Daniel L. Goodwin

Name:

Daniel L. Goodwin

Title:

President

Dated:

 July 17, 2008

MINTO BUILDERS (FLORIDA), INC.

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

Vice President

Dated:

 July 17, 2008

DANIEL L. GOODWIN

/s/ Daniel L. Goodwin

Dated:

 July 17, 2008

ROBERT D. PARKS

/s/ Robert D. Parks

Dated:

 July 17, 2008

ROBERT H. BAUM

/s/ Robert H. Baum

Names and Titles 
of MB REIT
Executive Officers
and Directors

Principal Occupation or Employment and Business of Principal 
Employer

Business or Residence
Address; Citizenship

Lori Foust, Director &

Treasurer

Treasurer and Principal Financial Officer of Inland American; Chief Financial Officer of Inland American Business Manager & Advisor, Inc.; principally employed by IREIC.

2901 Butterfield Road

Oak Brook, Illinois 60523

United States Citizen

Alan Greenberg,

Director

Executive of the Minto Group Inc., a fully integrated real estate development, construction and management company with operations in Florida and Ottawa and Toronto, Canada, that (i) provides residential and commercial accommodations, (ii) builds new homes, (iii) manages residential rental homes and apartments in Ottawa and Toronto (iv) carries a commercial portfolio of office, retail and industrial space and (v) owns and operates Minto Suite Hotel, a hotel in downtown Ottawa.

2239 Yonge Street, Toronto,

Ontario Canada

Canadian Citizen

Brenda G. Gujral,

Director  &
President

President and Chief Operating Officer, Inland Real Estate Investment Corporation.

2901 Butterfield Road

Oak Brook, Illinois 60523

United States Citizen

J. Eric McKinney,

Director

Executive of the Minto Group Inc.

300-427 Laurier Avenue West,

Ottawa, Ontario, Canada

Canadian Citizen

Robert D. Parks,

Director

Chairman, Inland Real Estate Investment Corporation.

2901 Butterfield Road

Oak Brook, Illinois 60523

United States Citizen

Roberta S. Matlin,

Vice President

Senior Vice President, Inland Real Estate Investment Corporation.

2901 Butterfield Road

Oak Brook, Illinois 60523

United States Citizen

Scott W. Wilton,

Secretary

Secretary of Inland American; Assistant Vice President of The Inland Real Estate Group, Inc.; Secretary of Inland Real Estate Exchange Corporation; Secretary of Inland American Business Manager & Advisor, Inc.; principally employed as Assistant Counsel with The Inland Real Estate Group, Inc. law department, which provides legal services, including drafting and negotiating real estate purchase and sales contracts, leases and other real estate or corporate agreements and documents, performing due diligence, and rendering legal opinions.

2901 Butterfield Road

Oak Brook, Illinois 60523

United States Citizen