UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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 448,400 Shares for an aggregate price of $5,153,197 in approximately 5 open-market transactions from 1:30 p.m. central time, February 19, 2008 through February 25, 2008.  The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases.

Adviser has purchased 2,000 Shares on behalf of Mr. Robert D. Parks for an aggregate price of $27,780 pursuant to an investment advisory agreement for discretionary accounts Adviser has entered into with Mr. Parks, substantially in the form attached as Exhibit 7.6 to this Schedule 13D.  The personal funds of Mr. Parks were the source of consideration for these purchases.

The investment advisory agreement for discretionary accounts by and between Adviser and Mr. Parks and the Inland American Advisory Agreement are collectively referred to in this Schedule 13D as the “Advisory Agreements.”

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 Inland American, Adviser, IREIC or TIGI, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares beneficially owned by those entities, respectively.        

(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:

To the knowledge of the Reporting Persons, none of the executive officers and directors of Inland American,  Adviser, IREIC or TIGI, with the exception of Robert D. Parks, has effected any transactions in Shares of the Company in the last 60 days or otherwise.  Mr. Goodwin has not effected any transactions in Shares of the Company on his own behalf in the last 60 days or otherwise.  Mr. Parks owns 2,000 Shares at a total cost of $27,780.

(d)           None.

(e)           Not Applicable.

Item 6.

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

The first, second, and third paragraphs of Item 6 in the Initial Statement are hereby amended and restated in their entirety with the following:

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 and Mr. Parks (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, and a form of advisory agreement into which Mr. Parks has entered is attached as Exhibit 7.6 to this Schedule 13D and incorporated herein by reference.

Because there is no written or other express agreement between or among any of Inland American, TIGI, IREIC, Mr. Goodwin and Mr. Parks to acquire, hold, vote or dispose of Shares, and because the services provided by investment advisers to clients generally do not create such an agreement between or among that adviser and its clients, the Reporting Persons 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, and Inland American are separate legal entities.  IREIC sponsored Inland American.  Adviser is a wholly owned subsidiary of IREIC, which is a wholly owned subsidiary of TIGI, of which Mr. Goodwin is a controlling shareholder.  These entities have some common officers and directors; however, the board of directors of Inland American is 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 and Mr. Parks.  Mr. Goodwin, Mr. Parks and Ms. Roberta S. Matlin are 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:

Exhibit Number

Exhibit

7.6

Form of Investment Advisory Agreement for Discretionary Accounts

7.7

Joint Filing Agreement with respect to this Amendment No. 3

Dated:  February 26, 2008

INLAND AMERICAN REAL ESTATE TRUST, INC.

/s/ Brenda G. Gujral

Name:

Brenda G. Gujral

Title:

President

Dated:  February 26, 2008

INLAND INVESTMENT ADVISORS, INC.

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

President

Dated:  February 26, 2008

INLAND REAL ESTATE INVESTMENT CORPORATION

/s/ Roberta S. Matlin

Name:

Roberta S. Matlin

Title:

Senior Vice President

Dated:  February 26, 2008

THE INLAND GROUP, INC.

/s/ Daniel L. Goodwin

Name:

Daniel L. Goodwin

Title:

President

Dated:  February 26, 2008

Daniel L. Goodwin

/s/ Daniel L. Goodwin

Dated:  February 26, 2008

ROBERT D. PARKS

/s/ Robert D. Parks