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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kite John A
   2. Issuer Name and Ticker or Trading Symbol
KITE REALTY GROUP TRUST [KRG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
KITE REALTY GROUP TRUST, 30 S MERIDIAN STREET, SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
12/29/2008
(Street)

INDIANAPOLIS, IN 46204		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 12/29/2008   J   30,000 (1) A $ 0 (1) 449,366 (2) D  
Common Shares 02/24/2009   P   100 A $ 3.315 449,466 D  
Common Shares               10,000 I By Spouse

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Limited Partnership Units of Kite Realty Group, L.P. (1) 12/29/2008   J(1)     30,000   (1)   (1) Common Shares 30,000 $ 0 640,000 (3) I By Limited Liability Company
Limited Partnership Units of Kite Realty Group, L.P. (4)               (4)   (4) Common Shares 200,000   200,000 I By grantor retained annuity trust
Limited Partnership Units of Kite Realty Group, L.P. (4)               (4)   (4) Common Shares 1,643,895   1,643,895 D  
Common Share Option (right to buy) $ 3.56 02/23/2009   A   120,000     (5) 02/23/2019 Common Shares 120,000 $ 0 120,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kite John A
KITE REALTY GROUP TRUST
30 S MERIDIAN STREET, SUITE 1100
INDIANAPOLIS, IN 46204		   X     Chairman & CEO  

Signatures

 John A. Kite   02/25/2009
**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) Common Shares of beneficial interest, par value $.01 per share (the "Common Shares") were issued upon the redemption and tender of Limited Partnership units ("LP Units") of Kite Realty Group L.P. on a one for one basis. L.P. Units have no expiration date and they are all currently redeemable.
(2) Amount varies from Mr. Kite's most recently filed Form 4 by 637 shares. Due to administrative error, the Company previously inadvertantly overstated Common Share holdings for Mr. Kite.
(3) These units are owned by a limited liability company in which Mr. Kite is a partner.
(4) LP Units are redeemable for an equal amount of Common Shares of Kite Realty Group Trust ("Kite") or, at the election of Kite, cash equal to the fair market value of such shares. As noted in Footnote 1 above, units have no expiration date and are all currently redeemable for Common Shares or cash at the election of Kite.
(5) The options vest over 5 years as follows: 1/5 of the total number of shares covered by the option vest on the one-year anniversary of the grant date; thereafter 1/60 of the total number of shares covered by the options vest on a monthly basis.

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