UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2003

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________to __________________



Commission File #0-21606

InLand Capital Fund, L.P.(Exact name of registrant as specified in its charter)







|Delaware                          | #36-3767977                            
|--------------------------------- | ---------------------------------------
|(State or other jurisdiction      | (I.R.S. Employer Identification Number)
|of incorporation or organization) |                                        

|2901 Butterfield Road, Oak Brook, Illinois | 60523     
|------------------------------------------ | ----------
|(Address of principal executive office)    | (Zip Code)

Registrant's telephone number, including area code:  630-218-8000
_______________N/A_______________(Former name, former address and former fiscal
year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months  (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes _X_ No ___

Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2)    Yes    No X



-1-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 2003 and December 31, 2002
(unaudited)Assets

|                                                                                                                                                        |   | 2003       | 2002      
|------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                         |   |            |           
|Cash and cash equivalents                                                                                                                               | $ | 1,364,256  | 1,284,069 
|Accrued interest and other receivables (net of allowance for 
    doubtful accounts of $62,289 at March 31, 2003 and December 31,     2002) (Note 5)    |   | 127,006    | 102,154   
|Current portion of mortgage loans receivable (net of allowance for
   doubtful accounts of $90,000 at March 31, 2003 and December 31,
   2002) (Note 5) |   | 223,375    | -         
|Other current assets                                                                                                                                    |   | 1,275      | -         
|                                                                                                                                                        |   |            |           
|Total current assets                                                                                                                                    |   | 1,715,912  | 1,386,223 
|                                                                                                                                                        |   |            |           
|Other assets                                                                                                                                            |   | 3,074      | 3,074     
|Mortgage loan receivable, less current portion (Note 5)                                                                                                 |   | 1,045,164  | 1,366,547 
|Investment properties and improvements (including acquisition fees paid   to Affiliates of $775,673 at March 31, 2003 and December 31, 2002)   (Note 3) |   | 18,324,445 | 18,283,928
|                                                                                                                                                        |   |            |           
|Total assets                                                                                                                                            | $ | 21,088,595 | 21,039,772





See accompanying notes to financial statements.

-2-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2003 and December 31, 2002
(unaudited)Liabilities and Partners' Capital

|                                                                                                                                                                                                                                     |   | 2003         | 2002        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------ | ------------
|Current liabilities:                                                                                                                                                                                                                 |   |              |             
|Accounts payable                                                                                                                                                                                                                     | $ | 54,635       | 15,131      
|Accrued real estate taxes                                                                                                                                                                                                            |   | 75,851       | 42,873      
|Due to Affiliates (Note 2)                                                                                                                                                                                                           |   | 27,743       | 12,228      
|Unearned income                                                                                                                                                                                                                      |   | 116,654      | 77,275      
|                                                                                                                                                                                                                                     |   |              |             
|Total current liabilities                                                                                                                                                                                                            |   | 274,883      | 147,507     
|                                                                                                                                                                                                                                     |   |              |             
|Deferred gain on sale (Note 5)                                                                                                                                                                                                       |   | 698,851      | 753,648     
|                                                                                                                                                                                                                                     |   |              |             
|Partners' capital:                                                                                                                                                                                                                   |   |              |             
|General Partner:                                                                                                                                                                                                                     |   |              |             
|Capital contribution                                                                                                                                                                                                                 |   | 500          | 500         
|Cumulative cash distributions                                                                                                                                                                                                        |   | (846,759)    | (846,759)   
|Cumulative net income                                                                                                                                                                                                                |   | 858,036      | 858,822     
|                                                                                                                                                                                                                                     |   |              |             
|                                                                                                                                                                                                                                     |   | 11,777       | 12,563      
|                                                                                                                                                                                                                                     |   |              |             
|Limited Partners:                                                                                                                                                                                                                    |   |              |             
|Units of $1,000. Authorized 60,000 Units, 32,337 and 32,337       outstanding at March 31, 2003 and December 31, 2002 , 
      respectively (net of offering costs of $4,466,765, of which 
      $3,488,574 was paid to Affiliates) |   | 27,876,265   | 27,876,265  
|Cumulative cash distributions                                                                                                                                                                                                        |   | (21,489,004) | (21,489,004)
|Cumulative net income                                                                                                                                                                                                                |   | 13,715,823   | 13,738,793  
|                                                                                                                                                                                                                                     |   |              |             
|                                                                                                                                                                                                                                     |   | 20,103,084   | 20,126,054  
|                                                                                                                                                                                                                                     |   |              |             
|Total Partners' capital                                                                                                                                                                                                              |   | 20,114,861   | 20,138,617  
|                                                                                                                                                                                                                                     |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                                                              | $ | 21,088,595   | 21,039,772  



See accompanying notes to financial statements.

-3-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 2003 and 2002
(unaudited)

|                                                                                                                                                                                            |   | 2003     | 2002   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | -------
|Income:                                                                                                                                                                                     |   |          |        
|Recognition of deferred gain on sale of investments in land and     improvements                                                                                                            | $ | 54,797   | 566,719
|Rental income                                                                                                                                                                               |   | 42,999   | 56,203 
|Interest income                                                                                                                                                                             |   | 23,898   | 47,764 
|Other income                                                                                                                                                                                |   | -        | 59     
|                                                                                                                                                                                            |   |          |        
|                                                                                                                                                                                            |   | 121,694  | 670,745
|Expenses:                                                                                                                                                                                   |   |          |        
|Professional services to Affiliates                                                                                                                                                         |   | 8,102    | 5,963  
|Professional services to non-affiliates                                                                                                                                                     |   | 28,675   | 26,763 
|General and administrative expenses to Affiliates                                                                                                                                           |   | 8,032    | 7,595  
|General and administrative expenses to non-affiliates                                                                                                                                       |   | 42,907   | 11,571 
|Marketing expenses to Affiliates                                                                                                                                                            |   | 3,291    | 4,226  
|Marketing expenses to non-affiliates                                                                                                                                                        |   | 10,988   | 50,599 
|Land operating expenses to Affiliates                                                                                                                                                       |   | 9,236    | 10,647 
|Land operating expenses to non-affiliates                                                                                                                                                   |   | 34,219   | 14,232 
|                                                                                                                                                                                            |   |          |        
|                                                                                                                                                                                            |   | 145,450  | 131,596
|                                                                                                                                                                                            |   |          |        
|Net income (loss)                                                                                                                                                                           | $ | (23,756) | 539,149
|                                                                                                                                                                                            |   |          |        
|Net income (loss) allocated to:                                                                                                                                                             |   |          |        
|General Partner                                                                                                                                                                             | $ | (786)    | (276)  
|Limited Partners                                                                                                                                                                            |   | (22,970) | 539,425
|                                                                                                                                                                                            |   |          |        
|Net income (loss)                                                                                                                                                                           | $ | (23,756) | 539,149
|                                                                                                                                                                                            |   |          |        
|Net loss per the one General Partner Unit                                                                                                                                                   | $ | (786)    | (276)  
|                                                                                                                                                                                            |   |          |        
|Net income (loss) per Unit, basic and diluted, allocated to Limited   Partners per weighted average Limited Partnership Units (32,337 for   the three months ended March 31, 2003 and 2002) | $ | (.71)    | 16.68  
|                                                                                                                                                                                            |   |          |        



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 2003 and 2002
(unaudited)

|                                                                                                           |   | 2003      | 2002     
|---------------------------------------------------------------------------------------------------------- | - | --------- | ---------
|Cash flows from operating activities:                                                                      |   |           |          
|Net income (loss)                                                                                          | $ | (23,756)  | 539,149  
|Adjustments to reconcile net income (loss) to net cash provided
        by (used in) operating activities: |   |           |          
|Recognition of deferred gain                                                                               |   | (54,797)  | (566,719)
|Changes in assets and liabilities:                                                                         |   |           |          
|Accrued interest and other receivables                                                                     |   | (24,852)  | (53,785) 
|Other current assets                                                                                       |   | (1,275)   | (9,854)  
|Accounts payable                                                                                           |   | 39,504    | (3,100)  
|Accrued real estate taxes                                                                                  |   | 32,978    | 12,748   
|Due to Affiliates                                                                                          |   | 15,515    | 22,812   
|Unearned income                                                                                            |   | 39,379    | 49,842   
|                                                                                                           |   |           |          
|Net cash provided by (used in) operating activities                                                        |   | 22,696    | (8,907)  
|                                                                                                           |   |           |          
|Cash flows from investing activities:                                                                      |   |           |          
|Additions to investment properties                                                                         |   | (40,517)  | (144,282)
|Principal payments received                                                                                |   | 98,008    | 1,022,467
|                                                                                                           |   |           |          
|Net cash provided by investing activities                                                                  |   | 57,491    | 878,185  
|                                                                                                           |   |           |          
|Net increase in cash and cash equivalents                                                                  |   | 80,187    | 869,278  
|Cash and cash equivalents at beginning of period                                                           |   | 1,284,069 | 552,394  
|                                                                                                           |   |           |          
|Cash and cash equivalents at end of period                                                                 | $ | 1,364,256 | 1,421,672
|                                                                                                           |   |           |          



See accompanying notes to financial statements.

-5-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2003
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2002, which are included in the Partnership's 2002 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.



(1)  Organization and Basis of Accounting



InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991, pursuant to the Delaware Revised Uniform Limited Partnership Act.  On December 13, 1991, the Partnership commenced an offering of 60,000 limited partnership units or units pursuant to a Registration under the Securities Act of 1933. The amended and restated limited partnership agreement (the "Partnership Agreement") provides for Inland Real Estate Investment Corporation to be the general partner.  The offering terminated on August 23, 1993, after the Partnership had sold 32,399.28 units, at $1,000 per unit, resulting in $32,399,282 in gross offering proceeds, not including the general partner's capital contribution of $500.  All of the holders of these units have been admitted as limited partners to the Partnership.  The limited partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the number of units held. As of March 31, 2003, the Partnership has repurchased and canceled a total of 62.17 units for $56,253 from various limited partners through the unit repurchase program.  Under this program, limited partners may under certain circumstances have their units repurchased for an amount equal to their original capital as reduced by distributions from net sale proceeds.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.



In the opinion of management, the financial statements contain all the adjustments necessary to present fairly the financial position and results of operations for the period presented herein.  Results of interim periods are not necessarily indicative of results to be expected for the year.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2003
(unaudited)

(2)  Transactions with Affiliates

The general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to the administration of the Partnership.  Such costs are included in professional services and general and administrative expenses to affiliates, of which $6,443 and $3,205 was unpaid as of March 31, 2003 and December 31, 2002, respectively.



The general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost to the Partnership of undeveloped land annually, limited to a cumulative total over the life of the Partnership of 2% of the land's original cost to the Partnership.  Such fees of $9,236 and $10,647 have been incurred and are included in land operating expenses to affiliates for the three months ended March 31, 2003 and 2002, respectively, of which $9,236 and $0 was unpaid as of March 31, 2003 and December 31, 2002, respectively.



An affiliate of the general partner performed sales marketing and advertising services for the Partnership and was reimbursed (as set forth under terms of the Partnership Agreement) for direct costs.  Such costs of $3,291 and $4,226 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2003 and 2002, respectively, all of which was paid as of March 31, 2003 and December 31, 2002.



An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare the Partnership's land investments for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs.   The affiliate did not take a profit on any project.  Such costs are included in investment properties, of which $12,064 and $9,023 was unpaid at March 31, 2003 and December 31, 2002, respectively.

-7-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

(3)  Investment Properties

|       |          |                       |                | Initial Costs |             |           |                                 |                                  
|------ | -------- | --------------------- | -------------- | ------------- | ----------- | --------- | ------------------------------- | ---------------------------------
|Parcel | Illinois | Gross Acres Purchased | Purchase/Sales | Original      | Acquisition | Total     | Costs Capitalized Subsequent to | Cumulative Costs of Property Sold
|#      | County   | /(Sold)               | Date           | Costs         | Costs       | Costs     | Acquisition                     | Sold                             
|       |          |                       |                |               |             |           |                                 |                                  
|1      | Kendall  | 108.8960              | 07/22/92       | $   707,566   | 57,926      | 765,492   | 186,333                         | 951,825                          
|       |          | (108.8960)            | 01/11/02       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|2      | McHenry  | 201.0000              | 11/09/93       | 2,020,314     | 122,145     | 2,142,459 | 2,471,338                       | 1,548,438                        
|       |          | (7.7420)              | 08/02/95       |               |             |           |                                 |                                  
|       |          | (8.6806)              | Var 1997       |               |             |           |                                 |                                  
|       |          | (1.9290)              | Var 1998       |               |             |           |                                 |                                  
|       |          | (13.5030)             | Var 1999       |               |             |           |                                 |                                  
|       |          | (3.6400)              | 11/29/01       |               |             |           |                                 |                                  
|       |          | (10.16)               | Var 2002       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|3      | Will     | 34.0474               | 03/04/94       | 1,235,830     | 88,092      | 1,323,922 | 37,857                          | 1,361,779                        
|       |          | (34.0474)             | 02/04/99       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|4      | Will     | 86.9195               | 03/30/94       | 1,778,820     | 143,817     | 1,922,637 | 471,930                         | 948,389                          
|       |          | (2.3050)              | Var 1997       |               |             |           |                                 |                                  
|       |          | (3.3600)              | Var 1998       |               |             |           |                                 |                                  
|       |          | (1.0331)              | 08/19/99       |               |             |           |                                 |                                  
|       |          | (60.1000)             | Var 2001       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|5      | LaSalle  | 190.9600              | 04/01/94       | 532,000       | 18,145      | 550,145   | 69,391                          | 619,536                          
|       |          | (2.0600)              | 04/08/98       |               |             |           |                                 |                                  
|       |          | (188.9000)            | 10/07/99       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|6      | DeKalb   | 59.0800               | 05/11/94       | 670,207       | 58,373      | 728,580   | 486,869                         | 1,215,449                        
|       |          | (4.9233)              | Apr 1998       |               |             |           |                                 |                                  
|       |          | (54.1567)             | 07/23/98       |               |             |           |                                 |                                  
|       |          |                       |                |               |             |           |                                 |                                  
|7      | Kendall  | 200.8210              | 07/28/94       | 1,506,158     | 82,999      | 1,589,157 | 82,562                          | -                                
|       |          |                       |                |               |             |           |                                 |                                  
|8      | Kendall  | 133.0000              | 08/17/94       | 1,300,000     | 106,949     | 1,406,949 | 19,360                          | -                                
|       |          |                       |                |               |             |           |                                 |                                  
|9      | LaSalle  | 335.9600              | 08/30/94       | 993,441       | 79,329      | 1,072,770 | 129,065                         | -                                

-8-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)

(3)  Investment Properties (continued)

|       |          |                       |                | Initial Costs |             |            |                                 |                                  
|------ | -------- | --------------------- | -------------- | ------------- | ----------- | ---------- | ------------------------------- | ---------------------------------
|Parcel | Illinois | Gross Acres Purchased | Purchase/Sales | Original      | Acquisition | Total      | Costs Capitalized Subsequent to | Cumulative Costs of Property Sold
|#      | County   | /(Sold)               | Date           | Costs         | Costs       | Costs      | Acquisition                     | Sold                             
|       |          |                       |                |               |             |            |                                 |                                  
|10     | Kendall  | 223.7470              | 09/16/94       | $   2,693,025 | 205,660     | 2,898,685  | 342,110                         | 1,750,485                        
|       |          | (2.9770)              | 11/03/99       |               |             |            |                                 |                                  
|       |          | (127.4000)            | 08/14/02       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|10A(a) | Kendall  | 7.0390                | 09/16/94       | 206,975       | 15,806      | 222,781    | 1,327                           | 224,108                          
|       |          | (7.0390)              | 04/21/95       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|11     | Kane     | 123.0000              | 09/26/94       | 1,353,000     | 75,551      | 1,428,551  | 17,466                          | 1,446,017                        
|       |          | (123.000)             | 11/30/00       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|12     | Kendall  | 110.2530              | 09/28/94       | 600,001       | 51,220      | 651,221    | 144,326                         | 427,471                          
|       |          | (59.9050)             | 04/16/01       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|13     | LaSalle  | 352.7390              | 10/06/94       | 1,032,666     | 91,117      | 1,123,783  | 22,723                          | 1,146,506                        
|       |          | (10.0000)             | 07/27/98       |               |             |            |                                 |                                  
|       |          | (342.7390)            | 08/31/98       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|14     | Kendall  | 134.7760              | 10/26/94       | 1,000,000     | 81,674      | 1,081,674  | 21,255                          | 85,960                           
|       |          | (10.6430)             | 05/21/99       |               |             |            |                                 |                                  
|       |          |                       |                |               |             |            |                                 |                                  
|15     | McHenry  | 169.5400              | 10/31/94       | 2,900,000     | 79,196      | 2,979,196  | 316,245                         | -                                
|       |          |                       |                |               |             |            |                                 |                                  
|16     | McHenry  | 207.0754              | 11/30/94       | 1,760,256     | 101,388     | 1,861,644  | 299,489                         | -                                
|       |          |                       |                |               |             |            |                                 |                                  
|17     | LaSalle  | 236.4400              | 12/07/94       | 1,060,286     | 74,735      | 1,135,021  | 46,095                          | -                                
|       |          |                       |                |               |             |            |                                 |                                  
|18     | Kendall  | 386.9900              | 11/02/95       |               |             |            |                                 |                                  
|       |          | (386.9900)            | 08/31/98       | 934,993       | 126,329     | 1,061,322  | 501                             | 1,061,823                        
|       |          |                       |                |               |             |            |                                 |                                  
|       | Total    |                       |                | $24,285,539   | 1,660,450   | 25,945,989 | 5,166,242                       | 12,787,786                       
|       |          |                       |                |               |             |            |                                 |                                  

-9-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2003
(unaudited)

(3) Investment Properties (continued)

1. Included in the purchase of Parcel 10 was a house and several outbuildings, located on approximately seven acres, which was sold in April 1995.
2. Reconciliation of investment properties and improvements owned:



|                         |   | March 31,  | December 31,
|------------------------ | - | ---------- | ------------
|                         |   | 2003       | 2002        
|                         |   |            |             
|Balance at January 1,    | $ | 18,283,928 | 20,990,019  
|Additions during period  |   | 40,517     | 368,003     
|Sales during period      |   | -          | (3,074,094) 
|                         |   |            |             
|Balance at end of period | $ | 18,324,445 | 18,283,928  





(4) Farm Rental Income



The Partnership has determined that all leases relating to the farm parcels are operating leases.  Accordingly, rental income is reported when earned.



As of March 31, 2003, the Partnership had farm leases of generally one year in duration, for approximately 1,290 acres of the approximately 1,716 acres owned.



-10-

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2003
(unaudited)

(5) Mortgage Loans Receivable

Mortgage loans receivable are the result of sales of parcels, in whole or in part.  The Partnership has recorded a deferred gain on these sales.  The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received.  At March 31, 2003, the fair market value of the mortgage loans receivable approximated their carrying value.



|                                      |               |               | Principal Balance | Principal Balance | Accrued Interest Receivable | Deferred Gain
|------------------------------------- | ------------- | ------------- | ----------------- | ----------------- | --------------------------- | -------------
|Parcel                                | Maturity      | Interest Rate | 03/31/03          | 12/31/02          | 03/31/03                    | 03/31/03     
|                                      |               |               |                   |                   |                             |              
|1                                     | 12/31/04      | 7.50%         | $  1,045,164      | 1,143,172         | 122,136                     | 584,372      
|                                      |               |               |                   |                   |                             |              
|12                                    | 03/31/04      | 9.00%         | 313,375           | 313,375           | 62,289                      | 114,479      
|                                      |               |               |                   |                   |                             |              
|                                      |               |               | 1,358,539         | 1,456,547         | 184,425                     | 698,851      
|                                      |               |               |                   |                   |                             |              
|Less allowances for doubtful accounts | 90,000        | 90,000        | 62,289            | -                
|                                      |               |               |                   |                  
|                                      | $   1,268,539 | 1,366,547     | 122,136           | 698,851          







(6) Subsequent Events

In April 2003, the Partnership sold Parcel 9 for approximately $1,324,000 and recorded a gain of approximately $121,000.

-11-

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations



Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These factors include, among other things, the ability to obtain annexation and zoning approvals required to develop our properties; the approval of local governing bodies to develop our properties; successful lobbying of local "no growth" or limited development homeowner groups; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental conditions or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.



Liquidity and Capital Resources



On December 13, 1991, we commenced an offering of 60,000 limited partnership units or units at $1,000 per unit, pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933.  The offering terminated on August 23, 1993, after we had sold 32,399.28 units, at $1,000 per unit, resulting in $32,399,282 in gross offering proceeds, not including the general partner's capital contribution of $500. All of the holders of these units have been admitted as limited partners to our partnership.  Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held. March 31, 2003, the Partnership has repurchased and canceled a total of 62.17 units for $56,253 from various limited partners through the units repurchase program.  Under this program, limited partners may under certain circumstances have their units repurchased for an amount equal to their original capital as reduced by distributions from net sale proceeds.



We used $25,945,989 of gross offering proceeds to purchase, on an all-cash basis, eighteen parcels of land and one building. These investments include the payment of the purchase price, acquisition fees and acquisition costs of such properties. We purchased one parcel during 1992, one during 1993, fifteen during 1994 and one during 1995. As of March 31, 2003, we have had multiple sales transactions through which we have disposed of a building and approximately 1,586 acres of the 3,302 acres originally owned, or approximately 48%.  As of March 31, 2003, cumulative distributions to the limited partners have totaled $21,489,004 (which represents a return of original capital).  Through March 31, 2003, we have used $5,166,242 of working capital reserve for rezoning and other activities and such amount is included in investment properties.



Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting our land, and the amount of revenue received from leasing. As of March 31, 2003, we own, in whole or in part, eleven of our original eighteen parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes, insurance and other miscellaneous property expenses.

At March 31, 2003, we had cash and cash equivalents of approximately $1,364,000, of which approximately $173,000 is reserved for the repurchase of units through the unit repurchase program.  The remaining approximately $1,191,000 is available to be used for our costs and liabilities, cash distributions to partners, and other costs and expenses associated with owning our land parcels. We plan to maximize our land sales effort in anticipation of rising land values.

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We plan to enhance the value of our land through pre-development activities such as rezoning, annexation and land planning. We have already been successful in, or are in the process of pre-development activity on a majority of our land investments.  Parcel 2, annexed to the village of McHenry and zoned for a business park, has two phases of improvements complete and sites are being marketed to potential buyers, of which 36 of the 167 lots were sold as of March 31, 2003.  Parcel 4, zoned for a variety of business uses, has improvements underway and sites are being marketed to potential buyers, of which approximately 67 acres were sold in various transactions. Parcels 15 and 16 have been annexed to the village of Huntley and zoned for residential and commercial development. Parcel 7 and portions of Parcel 12 were annexed and zoned in the city of Plano in 2000.



Transactions with Related Parties

Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration.  Such costs are included in professional services and general and administrative expenses to affiliates, of which $6,443 and $3,205 was unpaid as of March 31, 2003 and December 31, 2002, respectively.

Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost of our undeveloped parcels annually, limited to a cumulative total over our life of 2% of the parcels' original cost to us.  Such fees of $9,236 and $10,647 have been incurred for the three months ended March 31, 2003 and 2002, respectively, of which $9,236 and $0 was unpaid as of March 31, 2003 and December 31, 2002, respectively.

An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed  for direct costs. Such costs of $3,291 and $4,226 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2003 and 2002, respectively, all of which was paid as of March 31, 2003 and December 31, 2002.

An affiliate of our general partner performed property upgrades, rezoning, annexation and other activities to prepare our land investments for sale and was reimbursed for salaries and direct costs. As we paid the affiliate its actual cost, the affiliate did not take a profit on any project.  Such costs are included in investment properties, of which $12,064 and $9,023 was unpaid at March 31, 2003 and December 31, 2002, respectively.

Results of Operations

As of March 31, 2003, we owned eleven parcels of land consisting of approximately 1,716 acres. Of the 1,716 acres owned, approximately 1,290 acres, or approximately 75%, were tillable and leased to local farmers and were generating sufficient cash flow to cover property taxes, insurance and other miscellaneous property expenses for all parcels.

On January 11, 2002, we sold approximately 108 acres of Parcel 1 to an unaffiliated third party on an installment basis and recorded a deferred gain.  For the three months ended March 31, 2003, we received total principal payments of $98,008 and recognized $54,797 of the deferred gain.  The remaining deferred gain of $584,372 at March 31, 2003 will be recognized as payments are received. In addition, on April 16, 2001, we sold approximately 60 acres of Parcel 12 to an unaffiliated third party on an installment basis and recorded a deferred gain. The remaining deferred gain of $114,479 at March 31, 2003 will be recognized as payments are received.

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Rental income was $42,999 and $56,203 for the three months ended March 31, 2003 and 2002, respectively. This decrease was due to the decrease in tillable acres due to land sales and pre-development activity on our land investments.  This decrease was partially offset by the annual increase in lease payments from tenants.

Interest income was $23,898 and $47,764 for the three months ended March 31, 2003 and 2002, respectively.  This decrease results from our stopping the accrual of interest income on the mortgage loan receivable relating to Parcel 12 and from a decrease in interest income earned on the mortgage loan receivable relating to Parcel 1 as a result of principal payments received.  This decrease was partially offset by an increase in interest income earned on short-term investments.

General and administrative expenses to non-affiliates were $42,907 and $11,571 for the three months ended March 31, 2003 and 2002, respectively. This increase was due primarily to an increase in the Illinois replacement tax paid in 2003.

Marketing expenses to non-affiliates were $10,988 and $50,599 for the three months ended March 31, 2003 and 2002, respectively. This decrease was due primarily to a decrease in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.

Land operating expenses to non-affiliates were $34,219 and $14,232 for the three months ended March 31, 2003 and 2002, respectively. This increase was due primarily to an increase in real estate taxes.

We determined that the maximum value of Parcel 1 and 12 could be realized if the parcels were developed and sold as individual lots. However, if we developed and sold individual lots directly to buyers, we could be deemed a dealer of real estate and our limited partners could be subject to unrelated business taxable income. Therefore, we sold the parcels to a third party developer whereby a significant portion of the sales price was represented by notes receivable from the buyer. These transactions were deemed installment sales. The velocity of the developer's individual home sales was slower than the developer originally projected and consequently, the developer's carrying costs were higher.  As a result of the development's financial difficulties, the net sale proceeds available to us are lower than projected.  As of March 31, 2003, we have recorded an allowance for doubtful accounts of $90,000 and $62,289 relating to the mortgage receivable and accrued interest receivable, respectively, relating to the sale of Parcel 12.  The related deferred gain for Parcel 12 of $45,800 has also been written off against bad debt expense.

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Item 3: Quantitative and Qualitative Disclosures about Market Risks



Not Applicable.





Item 4: Controls and Procedures



Within 90 days prior to the filing date of this report, the general partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.

There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.









PART II - Other Information



Items 1 through 5 are omitted because of the absence of conditions under which they are required.



Item 6: Exhibits and Reports on Form 8-K

(a)  Exhibits:

99.1    Section 906 Certification by the Principal Executive Officer

99.2    Section 906 Certification by the Principal Financial Officer

(b)  Reports on Form 8-K:

None



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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.









|      | INLAND CAPITAL FUND, L.P.                                
|----- | ---------------------------------------------------------
|      |                                                          
|By:   | Inland Real Estate Investment Corporation General Partner
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ BRENDA G. GUJRAL                                     
|      |                                                          
|By:   | Brenda G. Gujral                                         
|      | President                                                
|Date: | May 12, 2003                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ PATRICIA A. DELROSSO                                 
|      |                                                          
|By:   | Patricia A. DelRosso                                     
|      | Senior Vice President                                    
|Date: | May 12, 2003                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ KELLY TUCEK                                          
|      |                                                          
|By:   | Kelly Tucek                                              
|      | Assistant Vice President and                             
|      | Principal Financial Officer                              
|Date: | May 12, 2003                                             
|      |                                                          

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SECTION 302 CERTIFICATION

I, Brenda G. Gujral, President, certify that:

1. I have reviewed this quarterly report on Form 10-Q of InLand Capital Fund, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

> designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
> evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
> presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

> all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
> any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



By: Inland Real Estate Investment Corporation

General Partner



/S/ Brenda G. Gujral

Name: Brenda G. Gujral

Title: President of the General Partner and

Principal Executive Officer of InLand Capital Fund, L.P

Date: May 12, 2003

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Section 302 CERTIFICATION

I, Kelly Tucek, Assistant Vice President, certify that:

1. I have reviewed this quarterly report on Form 10-Q of InLand Capital Fund, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: Inland Real Estate Investment Corporation

General Partner

/S/ Kelly Tucek____________________________________

Name: Kelly Tucek

Title: Assistant Vice President of the General Partner and

Principal Financial Officer of InLand Capital Fund, L.P.

Date: May 12, 2003

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I, Kelly Tucek, Assistant Vice President, certify that:

1. I have reviewed this quarterly report on Form 10-Q of InLand Capital Fund, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

> designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
> evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
> presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

> all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
> any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: Inland Real Estate Investment Corporation

General Partner

/S/ Kelly Tucek____________________________________

Name: Kelly Tucek

Title: Assistant Vice President of the General Partner and

Principal Financial Officer of InLand Capital Fund, L.P.

Date: May 12, 2003

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