(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) The number of shares reported as beneficially owned is as of February 20, 2008.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., a wholly-owned subsidiary of Inland Real Estate Investment Corp., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.  Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.  Mr. Goodwin is the controlling shareholder of The Inland Group, Inc.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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(1) The number of shares reported as beneficially owned is as of February 20, 2008.  Includes shares beneficially owned by Eagle Financial Corporation, a subsidiary of The Inland Real Estate Transaction Estate Group, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc.

(2) The percentage is calculated based on a total of 44,350,330 of the Issuer’s shares of common stock, par value $0.01 per share, outstanding as of November 5, 2007, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007.

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This Amendment No. 1 to the Schedule 13D (the “Amendment”) amends, restates and supplements the Schedule 13D filed by Inland American Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland Investment Advisors, Inc., Inland Real Estate Investment Corporation, The Inland Group, Inc. and Daniel L. Goodwin with the Securities and Exchange Commission on September 20, 2007 (the “Initial Statement” and, together with the Amendment, the “Schedule 13D”), in connection with the purchase of Shares by certain of the Reporting Persons.  Capitalized terms used in this Amendment without being defined herein have the meanings given to them in the Initial Statement.

Appendices A – G of this Schedule 13D regarding the Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Inland American, IWRRETI, Adviser, IREIC, TIGI, Eagle, and TIRETG, respectively, which information is incorporated by reference into this Item 2, are amended and restated in their entirety.

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

(a)           Robert H. Baum

(b)           Business Address:  2901 Butterfield Road, Oak Brook, Illinois 60523

(c)           Principal Occupation:  Vice Chairman, Executive Vice President and General Counsel of The Inland Group, Inc.

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

(d)           Mr. Baum has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e)           Mr. Baum has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which was or is 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.

(f)            Citizenship:  United States

(a)           G. Joseph Cosenza

(b)           Business Address:  2901 Butterfield Road, Oak Brook, Illinois 60523

(c)           Principal Occupation:  Vice Chairman, The Inland Group, Inc. and President of Inland Real Estate Acquisitions, Inc.

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

(d)           Mr. Cosenza has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e)           Mr. Cosenza has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which was or is subject to (i) a judgment, decree or final

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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.

(f)            Citizenship:  United States

(a)           Eagle Financial Corp. (“Eagle”)

(b)           State of Incorporation:  Illinois

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

(c)           Principal Business:  Eagle is engaged in purchase and sale of securities.

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

(e)           Eagle has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which was or is 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.  To the knowledge of Eagle, none of the executive officers and directors of Eagle has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years 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 F 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 Eagle, which information is incorporated by reference into this Item 2.

(a)           The Inland Real Estate Transactions Group, Inc. (“TIRETG”)

(b)           State of Incorporation:  Illinois

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

(c)           Principal Business:  Holding company for separate companies engaged in real estate brokerage, leasing, marketing, acquisition, disposition, development, and purchase and sale of securities.

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

(e)           TIRETG has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which was or is 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.  To the knowledge of TIRETG, none of the executive officers and directors of TIRETG has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years 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 G 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 TIRETG, which information is incorporated by reference into this Item 2.

Inland American, Adviser, IREIC, TIGI, Eagle, TIRETG, Mr. Goodwin, Mr. Baum, and Mr. Cosenza collectively are referred to herein as the “Reporting Persons.”

Item 3 of the Initial Statement 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 352,750 Shares for an aggregate price of $3,111,361 in approximately 80 open-market transactions from September 20, 2007 through February 20, 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 7.4 to this Schedule 13D, Adviser has purchased on behalf of Benedictine University 8,000 Shares for an aggregate price of $68,531 in approximately 6 open-market transactions from December 17, 2007 through February 15, 2008.  The working capital of Benedictine University 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 7.4 to this Schedule 13D, Adviser has purchased on behalf of Eagle Financial 4,000 Shares for an aggregate price of $28,591 in approximately 2 open-market transactions from January 18, 2008 through January 22, 2008.  The working capital of Eagle 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 7.4 to this Schedule 13D, Adviser has purchased on behalf of Mr. Goodwin 10,500 Shares for an aggregate price of $85,091 in approximately 6 open-market transactions from January 15, 2008 through February 20, 2008.  Personal funds were the source of consideration for the purchases.

Pursuant to an investment advisory agreement for discretionary accounts, substantially in the form attached as Exhibit 7.4 to this Schedule 13D, Adviser has purchased on behalf of Mr. Baum 1,000 Shares for an aggregate price of $8,341 in approximately 1 open-market transaction on December 31, 2007.  Personal funds were the source of consideration for the purchase.

Pursuant to an investment advisory agreement for discretionary accounts, substantially in the form attached as Exhibit 7.4 to this Schedule 13D, Adviser has purchased on behalf of Mr. Cosenza 28,000 Shares for an aggregate price of $220,289 in approximately 1 open-market transaction on January 23, 3008.  Personal funds were the source of consideration for the purchase.

To the knowledge of Inland American, IWRRETI, Adviser, IREIC, TIGI, Eagle and TIRETG, respectively, this Item 3 is inapplicable to the executive officers and directors listed on Appendices A through G, with the exception of Mr. Goodwin, Mr. Baum, and Mr. Cosenza, because none of those executive officers and directors owns any Shares of the Company.

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The last sentence of the second paragraph of Item 3 of the Initial Statement is hereby replaced in its entirety with the following:

The advisory agreements of Adviser with each of Eagle, Mr. Goodwin, Mr. Baum and Mr. Cosenza, respectively,  in the form attached to this Schedule 13D as Exhibit 7.4 and the Inland American Advisory Agreement and IWRRETI Advisory Agreement are collectively referred to in this Schedule 13D as the “Advisory Agreements.”

Item 4 is hereby amended and restated in its entirety as follows:

Adviser beneficially owns Shares by virtue of having discretionary authority to vote and dispose of those Shares pursuant to the respective Advisory Agreements.  Adviser is a wholly owned subsidiary of IREIC, which is a wholly owned subsidiary of TIGI, of which Mr. Goodwin is the controlling shareholder.  Eagle is a wholly owned subsidiary of TIRETG, which is a wholly owned subsidiary of TIGI.  Each of the Reporting Persons that has acquired Shares of the Company acquired them for the purpose of making an investment in the Company.  Inland American and Adviser have also considered, on a preliminary basis, various courses of action with respect to the Company, including:  (i) causing Inland American, or a subsidiary or affiliate thereof, to acquire additional Shares in a cash tender offer or exchange offer; (ii) proposing a merger or sale or similar transaction between Inland American, or an affiliate of Inland American, and the Company; and (iii) seeking representation on the Company’s board of directors.  None of the applicable Reporting Persons has reached any conclusion as to any of the foregoing alternatives.  Pending a conclusion or a determination to dispose of all or a portion of the Shares which it owns, these Reporting Persons will hold all of their Shares, respectively, as an investment.

Until any of the applicable Reporting Persons makes a decision concerning the alternatives described above, and depending on market conditions and other factors, the Reporting Persons may continue to purchase Shares of the Company in brokerage transactions on the New York Stock Exchange, or in private transactions if appropriate opportunities to do so are available on such terms and at such times as the purchaser considers desirable.

Each of the Reporting Persons intends to continuously review its investment in the Company and may in the future change its present course of action, and Inland American, Adviser and other Reporting Persons, except IWRRETI,  may decide to pursue one of the alternatives discussed in the first paragraph of this Item 4.  Any one or more of the Reporting Persons, except IWRRETI, may seek control of the Company or may merely seek to increase its or his beneficial ownership of Shares of the Company without obtaining control.  Any one or more of the Reporting Persons with dispositive power may determine to dispose of all or a portion of the Shares that it now owns or may hereafter acquire.  In reaching any conclusion as to the foregoing, each of the Reporting Persons will consider various factors, such as the Company’s business and prospects, other developments concerning the Company (including, but not limited to, the attitude of the board of directors and management of the Company), other business opportunities available to that Reporting Person, developments in the business and finances of the Reporting Person and general economic and stock market conditions.

Item 5 of the Initial Statement 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

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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 each 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)          During the past 60 days, Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

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In addition, during the past 60 days, Adviser has effected the following Share transactions for the account of Benedictine University, each via the New York Stock Exchange:

In addition, during the past 60 days, Adviser has effected the following Share transactions for the account of Eagle, each via the New York Stock Exchange:

In addition, during the past 60 days, Adviser has effected the following Share transactions for the account of Mr. Goodwin, each via the New York Stock Exchange:

In addition, during the past 60 days, Adviser has effected the following Share transactions for the account of Mr. Baum, via the New York Stock Exchange:

In addition, during the past 60 days, Adviser has effected the following Share transactions for the account of Mr. Cosenza, via the New York Stock Exchange:

To the knowledge of the Reporting Persons, none of the executive officers and directors of Inland American, IWRRETI, Adviser, IREIC or TIGI, with the exception of Mr. Goodwin, Mr. Baum, and Mr. Cosenza, has effected any transactions in Shares of the Company in the last 60 days.

(d)           None.

(e)           Not Applicable.

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Item 6 is hereby amended and restated in its entirety as follows:

The Adviser purchased the Shares for the accounts of its clients, respectively, pursuant to the terms of that 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, IWRRETI, Eagle, Mr. Goodwin, Mr. Baum and Mr. Cosenza (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 and IWRRETI Advisory Agreements are attached to this Schedule 13D as Exhibit 7.1 and Exhibit 7.2, and a form of advisory agreement into which each of the other Adviser Clients has entered is attached as Exhibit 7.4 to this Schedule 13D.

Because there is no written or other express agreement between or among Inland American, IWRRETI, Eagle or any of the other Adviser Clients to acquire, hold, vote or dispose of Shares, and the services provided by investment advisers to clients generally do not create such an agreement between or among that adviser and its clients, the Adviser Clients and Adviser in accordance with instruction (2) to the cover page of Schedule 13D do not affirm that they are acting as a “group” for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); however, in accordance with the perceived statutory purpose of Section 13(d) to inform investors as to accumulations of an issuer’s securities and because of the relationships among the Reporting Persons described in this Schedule 13D, the Reporting Persons have filed this Schedule 13D jointly pursuant the rules promulgated under Section 13(d), including Rule 13d-1(k).  Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships, legal or otherwise, among the persons named in Item 2 and between these persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Adviser, IWRRETI, Inland American and Eagle are separate legal entities.  IREIC sponsored Inland American and IWRRETI.  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 also a wholly owned subsidiary of TIGI.  These entities have some common officers and directors; however, the boards of directors of Inland American and IWRRETI are 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 it manages within the respective investment guidelines provided to it by its clients, including Inland American, IWRRETI and the other Adviser Clients.  Mr. Goodwin, Mr. Robert D. Parks and Ms. Roberta S. Matlin are members of this investment committee.  Mr. Goodwin manages the day-to-day operations of Adviser.

Item 7 of the Initial Statement is hereby amended and supplemented by the addition of the following exhibit:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Appendices A – G are hereby amended and restated in their entirety:

General Note Regarding Appendices A – G

For purposes of Item 2(c) as it pertains to an executive officer or director of one of the Reporting Persons whose principal employer is Inland Real Estate Investment Corporation (“IREIC”) or The Inland Group, Inc. (“TIGI”), the principal business of each of those corporations is providing property management, leasing, marketing, acquisition, disposition, development, redevelopment, renovation, construction, finance, investment products and other services related to real estate.  IREIC is the sole shareholder of Inland American Business Manager & Advisor, Inc.  The principal business of Inland American Business Manager & Advisor, Inc. is overseeing and managing Inland American’s day-to-day operations, including identifying potential investment opportunities in real estate assets and assisting the board in evaluating those opportunities; preparing regulatory filings and other reports required by law; administering bookkeeping and accounting functions; and undertaking and performing all services and activities necessary and proper to carry out Inland American’s investment objectives.

Appendix A

Executive Officers and Directors of Inland American

Appendix A-1

Appendix A-2

Appendix A-3

Appendix B

Executive Officers and Directors of Inland Western Retail Real Estate Trust, Inc.

Appendix B-1

Appendix B-2

Appendix C

Executive Officers and Directors of Adviser

Appendix C-1

Appendix D

Executive Officers and Directors of IREIC

Appendix D-1

Appendix D-2

Appendix E

Executive Officers and Directors of TIGI

Appendix E-1

Appendix F

Executive Officers and Directors of Eagle

F-1

Appendix G

Executive Officers and Directors of TIRETG

G-1