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                                                                EXHIBIT 4.1

                                 NON-NEGOTIABLE

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

     AUTHORIZED COMMON STOCK 350,000,000 SHARES, $.0001 PAR VALUE PER SHARE

THIS CERTIFIES THAT ___________________________________________________________
is the owner of ____________ fully paid and non-assessable SHARES OF THE COMMON
STOCK OF INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. transferable on the books
of the Corporation in person or by duly authorized Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof the said Corporation has caused this Certificate to be signed
by the facsimile signatures of its duly authorized officers and sealed with the
Seal of the Corporation this ___ day of ___________ A.D. _________ .



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         Secretary                                            Chairman

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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN
FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY'S CHARTER,
(I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY'S
COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY UNLESS SUCH PERSON IS AN
EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE);
(II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK OF
THE COMPANY IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL OUTSTANDING
SHARES OF EQUITY STOCK OF THE COMPANY, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER
(IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON
MAY BENEFICIALLY OR CONSTRUCTIVELY OWN EQUITY STOCK THAT WOULD RESULT IN THE
COMPANY BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE
THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES
OF EQUITY STOCK IF SUCH TRANSFER WOULD RESULT IN THE EQUITY STOCK OF THE COMPANY
BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF
EQUITY STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF EQUITY STOCK REPRESENTED
HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT
OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, UPON THE OCCURRENCE OF
CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED
ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE
MEANINGS DEFINED IN THE CHARTER OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND
OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF EQUITY STOCK OF THE COMPANY ON
REQUEST AND WITHOUT CHARGE.

THE SALE OF THE SHARES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER THE SECURITIES LAWS OF
ANY STATE. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.