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 September 30, 1999

                                      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







                                      -1-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                                Balance Sheets

                   September 30, 1999 and December 31, 1998
                                  (unaudited)

                                    Assets
                                    ------

                                                       1999          1998
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $ 1,115,780       569,663
  Accounts and accrued interest receivable
    (Note 5)......................................     115,284        44,801
  Other current assets............................       2,906         2,406
                                                   ------------  ------------
Total current assets..............................   1,233,970       616,870
                                                   ------------  ------------
Other assets......................................       8,220         3,074
Mortgage loans receivable (Note 5)................     400,000       400,000
Investment properties and improvements
  (including acquisition fees paid to Affiliates
  of $1,087,925 and $1,187,120 at
  September 30, 1999 and December 31, 1998,
  respectively) (Notes 1, and 3)..................  23,357,801    24,946,536
                                                   ------------  ------------
Total assets...................................... $24,999,991    25,966,480
                                                   ============  ============


























                See accompanying notes to financial statements.


                                      -2-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                                Balance Sheets
                                  (continued)

                   September 30, 1999 and December 31, 1998
                                  (unaudited)

                       Liabilities and Partners' Capital
                       ---------------------------------


                                                       1999          1998
Current liabilities:                                   ----          ----
  Accounts payable................................ $     4,729        18,124
  Accrued real estate taxes.......................      43,628        80,989
  Due to Affiliates (Note 2)......................      53,903        19,796
  Unearned income.................................      12,771        15,012
                                                   ------------  ------------
Total current liabilities.........................     115,031       133,921
                                                   ------------  ------------
Deferred gain on sale of investment properties
  (Note 5)........................................       2,805         2,805

Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      14,768        13,719
                                                   ------------  ------------
                                                        15,268        14,219
  Limited Partners:                                ------------  ------------
    Units of $1,000.  Authorized 60,000 Units,
      32,352.11 Units outstanding (net of offering
      costs of $4,466,765, of which $3,488,574
      was paid to Affiliates).....................  27,886,551    27,886,551
    Cumulative net income.........................   5,811,460     3,793,605
    Cumulative cash distributions.................  (8,831,124)   (5,864,621)
                                                   ------------  ------------
                                                    24,866,887    25,815,535
                                                   ------------  ------------
Total Partners' capital...........................  24,882,155    25,829,754
                                                   ------------  ------------
Total liabilities and Partners' capital........... $24,999,991    25,966,480
                                                   ============  ============











                See accompanying notes to financial statements.

                                      -3-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                           Statements of Operations

        For the three and nine months ended September 30, 1999 and 1998
                                  (unaudited)


                                        Three months            Nine months
                                           ended                  ended
                                        September 30,          September 30,
                                        -------------          -------------
                                       1999       1998       1999       1998
Income:                                ----       ----       ----       ----
  Sale of investment property
    (Notes 1 and 3)................ $ 588,491   4,124,129 3,707,848  4,435,750
  Rental income....................    60,508      74,450   176,564    220,734
  Interest income..................    25,476      45,938   108,567     60,749
  Other income.....................    39,000        -       39,000       -
                                    ---------- ---------- ---------- ----------
                                      713,475   4,244,517 4,031,979  4,717,233
Expenses:                           ---------- ---------- ---------- ----------
  Cost of investment property sold.   193,449   3,376,178 1,793,828  3,542,808
  Professional services to
    Affiliates.....................     7,687      12,197    26,250     24,788
  Professional services to
    non-affiliates.................       500         500    23,965     23,602
  General and administrative
    expenses to Affiliates.........     2,864       2,117    19,751     12,850
  General and administrative
    expenses to non-affiliates.....    (1,955)      2,333    14,236     17,645
  Marketing expenses to Affiliates.     2,617      12,131    12,687     25,260
  Marketing expenses to
    non-affiliates.................    (6,649)      7,076    22,226     31,428
  Land operating expenses to
    Affiliates.....................    12,405      15,698    37,965     47,421
  Land operating expenses to
    non-affiliates.................    29,222      26,494    62,167    100,894
                                    ---------- ---------- ---------- ----------
                                      240,140   3,454,724 2,013,075  3,826,696
                                    ---------- ---------- ---------- ----------
Net income......................... $ 473,335     789,793 2,018,904    890,537
                                    ========== ========== ========== ==========












                See accompanying notes to financial statements.


                                      -4-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                           Statements of Operations
                                  (continued)

        For the three and nine months ended September 30, 1999 and 1998
                                  (unaudited)


                                        Three months           Nine months
                                           ended                  ended
                                        September 30,         September 30,
                                        -------------         -------------
                                       1999       1998       1999       1998
Net income (loss) allocated to:        ----       ----       ----       ----
  General Partner.................. $     782        418      1,049        (24)
  Limited Partners.................   472,553    789,375  2,017,855    890,561
                                    ---------- ---------- ---------- ----------
Net income......................... $ 473,335    789,793  2,018,904    890,537
                                    ========== ========== ========== ==========

Net income (loss) allocated to the
  one General Partner Unit......... $     782        418      1,049        (24)
                                    ========== ========== ========== ==========

Net income per Unit, basic and
  diluted, allocated to Limited
  Partners per weighted average
  Limited Partnership Units
  (32,352.11 and 32,372.11 for
  the three months ended September
  30, 1999 and 1998, and 32,352.11
  and 32,373.19 for the nine months
  ended September 30, 1999 and
  1998, respectively).............. $   14.60      24.40      62.37      27.53
                                    ========== ========== ========== ==========



















                See accompanying notes to financial statements.


                                      -5-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

             For the nine months ended September 30, 1999 and 1998
                                  (unaudited)

                                                       1999          1998
Cash flows from operating activities:                  ----          ----
  Net income...................................... $ 2,018,904       890,537
  Adjustments to reconcile net income to net
      cash used in operating activities:
    Gain on sale of land..........................  (1,914,020)     (892,942)
    Changes in assets and liabilities:
      Accrued interest and other receivables......     (70,483)      (95,724)
      Other current assets........................        (500)       (1,184)
      Accounts payable............................     (13,395)       (4,883)
      Accrued real estate taxes...................     (37,361)      (12,015)
      Due to Affiliates...........................      34,107        19,741
      Unearned income.............................      (2,241)      (17,054)
      Deferred gain on sale.......................        -             (292)
                                                   ------------  ------------
Net cash used in operating activities.............      15,011      (113,816)
                                                   ------------  ------------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...        -          174,800
  Additions to investment properties..............    (205,093)     (255,364)
  Principal payments collected on mortgage loans
    receivable....................................        -           41,634
  Other assets....................................      (5,146)       52,565
  Proceeds from sale of investment properties.....   3,707,848     3,318,639
                                                   ------------  ------------
Net cash provided by investing activities.........   3,497,609     3,332,274
                                                   ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........        -             -
  Distributions paid..............................  (2,966,503)         -
                                                   ------------  ------------
Net cash used in financing activities.............  (2,966,503)         -
                                                   ------------  ------------
Net increase in cash and cash equivalents.........     546,117     3,218,458
Cash and cash equivalents at beginning of period..     569,663       304,452
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $ 1,115,780     3,522,910
                                                   ============  ============










                See accompanying notes to financial statements.


                                      -6-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

                              September 30, 1999
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1998, which are
included  in  the  Partnership's  1998   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 by
the filing of a Certificate  of  Limited  Partnership under the Revised Uniform
Limited Partnership Act of the  State  of  Delaware.  On December 13, 1991, the
Partnership commenced an Offering of  60,000 Limited Partnership Units pursuant
to a Registration under the  Securities  Act  of 1933. The Amended and Restated
Agreement of Limited  Partnership  (the  "Partnership  Agreement") provides for
Inland Real Estate  Investment  Corporation  to  be  the  General Partner.  The
Offering terminated on August 23, 1993, with total sales of 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  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 September 30, 1999, the Partnership has repurchased
and canceled a total of 47.17  Units  for $45,967 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 Invested Capital.

The preparation of financial  statements  in conformity with generally accepted
accounting principles 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.

Offering costs have been offset against the Limited Partners' capital accounts.

The Partnership  considers  all  highly  liquid  investments  purchased with an
original maturity of  three  months  or  less  to  be  cash equivalents and are
carried at cost, which approximates market.

A presentation of information about operating segments as required in Statement
of Financial Accounting Standards  No.  131  "Disclosures  About Segments of an
Enterprise and Related Information" would  not  be material to an understanding
of the Partnership's business taken as a whole as the Partnership is engaged in
the business of  real  estate  investment  which  management  considers to be a
single operating segment.




                                      -7-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1999
                                  (unaudited)

For  vacant  land  parcels   and   parcels  with  insignificant  buildings  and
improvements,  the  Partnership  uses  the  area  method  of  allocation, which
approximates the relative sales method of  allocation, whereby a per acre price
is used as the standard allocation  method  for  land purchases and sales.  The
total cost of the parcel is divided by the total number of acres to arrive at a
per acre price.  Repair and  maintenance  expenses are charged to operations as
incurred.

Statement of Financial Accounting Standards  No.  121 ("SFAS 121") requires the
Partnership to record  an  impairment  loss  on  its  property  to  be held for
investment whenever  its  carrying  value  cannot  be  fully  recovered through
estimated undiscounted future cash flows  from  their operations and sale.  The
amount of the impairment loss to  be recognized would be the difference between
the property's carrying value and the  property's  estimated fair value.  As of
September 30, 1999, the Partnership has not recognized any such impairment.

Statement of Financial Accounting  Standards  No.  128 "Earnings per Share" was
adopted by the Partnership and has  been  applied to all prior earnings periods
presented in  the  financial  statements.    The  Partnership  has  no dilutive
securities.

The Partnership is required to  pay  a  withholding tax to the Internal Revenue
Service with  respect  to  a  Partner's  allocable  share  of the Partnership's
taxable net income, if the  Partner  is  a foreign person. The Partnership will
first pay the withholding tax from the distributions to any foreign person, and
to the extent that the tax exceeds  the amount of distributions withheld, or if
there have been no distributions to  withhold, the excess will be accounted for
as a distribution to the  foreign  person. Future withholding tax payments will
be made every April, June, September and December.

No provision for Federal income taxes  has  been made as the liability for such
taxes is that of the Partners rather than the Partnership.

In  the  opinion  of  management,  the  financial  statements  contain  all the
adjustments necessary, which  are  of  a  normal  recurring  nature, 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.











                                      -8-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1999
                                  (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 $12,501 and $2,772 was unpaid  as  of September 30, 1999 and December 31,
1998, 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 $37,965 and
$47,421 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the nine months ended September 30, 1999 and 1998, respectively,
of which $12,406 and $14,024 was  unpaid  as of September 30, 1999 and December
31, 1998, 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 $12,687 and $25,260
have been incurred and are included in marketing expenses to Affiliates for the
nine months ended September 30,  1999  and 1998, respectively, of which $12,153
and $3,000  was  unpaid  as  of  September  30,  1999  and  December  31, 1998,
respectively.

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 of  $90,540  and $25,492 have been incurred for the
nine months ended September 30,  1999  and 1998, respectively, and are included
in investment properties, of which  $16,843  and  $0 was unpaid as of September
30, 1999 and December 31, 1998.














                                      -9-


<TABLE>
                                                       INLAND CAPITAL FUND, L.P.
                                                        (a limited partnership)

                                                     Notes to Financial Statements
                                                              (continued)

(3) Investment Properties
<CAPTION>

                                                                                                            Total
                   Gross                           Initial Costs                 Costs       Cumulative   Remaining     Current
                   Acres    Purchase/ --------------------------------------  Capitalized     Costs of     Costs of    Year Gain
Parcel Location: Purchased   Sales      Original   Acquisition     Total     Subsequent to    Property    Parcels at    On Sale
  #      County   /(Sold)     Date        Costs       Costs        Costs      Acquisition       Sold       09/30/99    Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ------------
<S>    <C>       <C>       <C>        <C>          <C>          <C>          <C>            <C>          <C>          <C>
  1    Kendall   108.8960  07/22/92   $   707,566       57,926      765,492         82,546         -         848,038         -

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459      1,661,338      817,814    2,985,983      282,326
                 (17.7420) 08/02/95
                  (8.6806) Var 1997
                  (1.9290) Var 1998
                  (9.6450) Var 1999

  3    Will       34.0474  03/04/94     1,235,830       88,092    1,323,922         37,856    1,361,778         -       1,232,402
                 (34.0474) 02/04/99

  4    Will       86.9195  03/30/94     1,778,820      143,817    1,922,637        395,323      229,101    2,088,859      310,132
                  (2.3050) Var 1997
                  (3.3600) Var 1998
                  (1.0331) 08/19/99

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145         69,391        6,655      612,881         -
                  (2.0600) 04/08/98

  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         26,371         -       1,615,528         -

  8    Kendall   133.0000  08/17/94     1,300,000      106,949    1,406,949          8,408         -       1,415,357         -

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770        113,155         -       1,185,925         -

  10   Kendall   223.7470  09/16/94     2,693,025      205,660    2,898,685         31,532         -       2,930,217         -

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         10,155         -       1,438,706         -

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221         64,854         -         716,075         -
                                      ------------ ------------ ------------ -------------- ------------ ------------ ------------
  Subtotal                             15,597,338    1,106,011   16,703,349      2,989,125    3,854,905   15,837,569    1,824,860




                                                              -10-


                                     -10-


                                                    INLAND CAPITAL FUND, L.P.
                                                     (a limited partnership)

                                                  Notes to Financial Statements
                                                           (continued)


(3) Investment Properties (continued)

                                                                                                            Total
                   Gross                           Initial Costs                 Costs       Cumulative   Remaining     Current
                   Acres    Purchase/ --------------------------------------  Capitalized     Costs of     Costs of    Year Gain
Parcel Location: Purchased   Sales      Original   Acquisition     Total     Subsequent to    Property    Parcels at    On Sale
  #      County   /(Sold)     Date        Costs       Costs        Costs      Acquisition       Sold       09/30/99    Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ------------
  Subtotal                             15,597,338    1,106,011   16,703,349      2,989,125    3,854,905   15,837,569    1,824,860

  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          7,684       85,960    1,003,398       89,160
                 (10.6430) 05/21/99

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196        255,603         -       3,234,799         -

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644        248,129         -       2,109,773         -

  17   LaSalle   236.4400  12/07/94     1,060,286       74,735    1,135,021         37,241         -       1,172,262         -

  18   Kendall   386.9900  11/02/95       934,993      126,329    1,061,322            501    1,061,823         -            -
                (386.9900) 08/31/98
                                      ------------ ------------ ------------ -------------- ------------ ------------ ------------
                                      $24,285,539    1,660,450   25,945,989      3,561,006    6,149,194   23,357,801    1,914,020
                                      ============ ============ ============ ============== ============ ============ ============


</TABLE>



















                                                              -11-


                                     -11-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1999
                                  (unaudited)


(3) Investment Properties (continued)

(a) Included in the purchase of Parcel 10 was a house and several outbuildings,
    located on approximately seven acres, which was sold in April 1995.

(b) Reconciliation of investment properties and improvements owned:
                                                   September 30, December 31,
                                                       1999          1998
                                                   ------------  ------------
  Balance at January 1,........................... $24,946,536    28,301,315
  Additions during period.........................     205,093       254,963
  Sales during period.............................  (1,793,828)    3,609,742
                                                   ------------  ------------
  Balance at end of period........................ $23,357,801    24,946,536
                                                   ============  ============

(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 September 30, 1999, the Partnership had farm leases of generally one year
in duration, for approximately  2,058  acres  of  the approximately 2,411 acres
owned.

(5) Mortgage Loan Receivable

As a result of the sale of the remaining acres of Parcel 6 for a sales price of
$1,125,000 on July 7, 1998, the Partnership received a mortgage loan receivable
of $1,125,000 and recorded a  deferred  gain  on  sale of $7,889.  The deferred
gain will be recognized over the  life  of the related mortgage loan receivable
as principal payments are received, of  which  $5,084 has been recognized as of
December 31,  1998.    Of  the  $1,125,000  mortgage  loan receivable received,
$725,000 accrued interest at 9% per  annum  and had a maturity date of November
30, 1998 (extended from September  30,  1998).   The remaining $400,000 accrues
interest at 9% per annum and has a maturity date of July 7, 2001, at which time
all accrued interest, as well as principal,  is due.  As of September 30, 1999,
accrued interest receivable totaled $71,670.










                                     -12-


                           INLAND CAPITAL FUND, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1999
                                  (unaudited)


(6) Subsequent Events

On October 13,  1999,  the  Partnership  sold  the  entire remaining acreage of
Parcel 5 to an unaffiliated third party for $800,646.  The Partnership received
net sales proceeds of $136,749, provided  purchase money financing to the buyer
in the amount of $641,760, and  recorded  a gain of $165,628, of which $136,527
was deferred.  The purchase money note  has an interest rate of 8% and requires
interest only monthly payments  and  annual  principal  payments with the final
maturity date of October 1, 2004.  As of November 1, 1999, the Partnership sold
the note at its full face value to the General Partner and received proceeds of
$641,760.  The deferred gain of $136,527  will be recognized in full during the
fourth quarter of 1999.

On October 18, 1999, the Partnership sold 4 lots of Parcel 2 to an unaffiliated
third party for  $290,020.    The  Partnership  received  net sales proceeds of
$289,284 and recorded a gain of $164,615.
































                                     -13-


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, federal, state or local regulations;
adverse changes in general economic  or local conditions; inability of borrower
to meet financial  obligations;  uninsured  losses;  and potential conflicts of
interest between the  Partnership  and  its  Affiliates,  including the General
Partner.

Liquidity and Capital Resources

On December 13, 1991, the  Partnership  commenced an Offering of 60,000 Limited
Partnership Units ("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, with  total  sales of 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  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.

The Partnership 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.  One  of  the  parcels was purchased during 1992, one
during 1993, fifteen during 1994  and  one  during  1995.   As of September 30,
1999, the Partnership has had multiple  sales transactions through which it has
disposed of  the  building  and  approximately  897  acres  of  the 3,302 acres
originally owned.  As of  September  30,  1999, cumulative distributions to the
Limited Partners have totaled $8,831,124 (which represents a return of Invested
Capital, as defined in the Partnership Agreement).  Through September 30, 1999,
the Partnership has used $3,561,006 of working capital reserve for rezoning and
other activities and such amount is included in investment properties.

The Partnership's capital needs and resources will vary depending upon a number
of factors, including the extent to which the Partnership conducts 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 the Partnership's land, and the amount of revenue received from
leasing.  As of September 30, 1999,  the Partnership owns, in whole or in part,
fourteen of its 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 and insurance.







                                     -14-


At September  30,  1999,  the  Partnership  had  cash  and  cash equivalents of
$1,115,780 of which approximately  $167,500  is  reserved for the repurchase of
Units  through  the  Unit  Repurchase  Program.    The  remaining approximately
$948,280 is available, upon maturity,  to  be used for Partnership expenses and
liabilities, cash distributions to partners,  and other activities with respect
to some or all of  its  land  parcels.    The Partnership plans to maximize its
parcel sales effort in anticipation of rising land values.

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning, annexation  and land planning. The Partnership has
already been successful in, or is in the process of pre-development activity on
a majority of the Partnership's land  investments.    Parcel 1 and a portion of
Parcel 12 are zoned for single family  housing.   Parcel 2, annexed to the city
of McHenry and  zoned  for  a  business  park,  has  one  phase of improvements
complete and sites are being marketed  to potential buyers, of which twenty-one
of the 190 lots were sold as of September 30, 1999. (See Note 3 of the Notes to
Financial Statements.)  Parcel 4,  zoned  for  a  variety of business uses, has
improvements underway and  sites  are  being  marketed  to potential buyers, of
which one site consisting of .87  acres  was  sold  to a hotel chain on June 6,
1997, another site consisting  of  1.435  acres  was  sold to a combination gas
station/convenient store on August  12,  1997,  a  third site consisting of 1.5
acres was sold to a national fast-food  chain on August 13, 1998, a fourth site
consisting of 1.86 acres was  sold  to  a different national fast-food chain on
October 6, 1998, and a  fifth  site  consisting  of  1.033  acres was sold to a
national tire sales store on  August  19,  1999.  (See  Note  3 of the Notes to
Financial Statements.)  A contract  for sale of Parcel 10 has been entered into
and the purchaser has begun zoning  and  annexation proceeding with the City of
Elgin.  Parcels 15 and 16 have been annexed to the village of Huntley and zoned
for residential and commercial development.  The Partnership sold Parcels 3, 13
and 18 and the remaining acres of Parcel 6 to unaffiliated third-parties.  (See
Note 3 of the Notes to Financial Statements.)

Results of Operations

Income from the  sale  of  investment  properties  and  the  cost of investment
properties sold for the nine months  ended  September 30, 1999 is the result of
the sale of  approximately  55  acres,  including  the  sale  of  Parcel 3, ten
additional lots of Parcel 2, eleven acres of Parcel 14, and 1 acre of Parcel 4.
(See Note 3 of the Notes to Financial Statements.)

As of September  30,  1999,  the  Partnership  owned  fourteen  parcels of land
consisting  of  approximately   2,411   acres.   Of   the  2,411  acres  owned,
approximately 2,058 acres are  tillable  and  leased  to  local farmers and are
generating sufficient cash flow  to  cover  property taxes, insurance and other
miscellaneous property expenses.   Rental  income  decreased  for the three and
nine months ended September 30, 1999, as  compared to the three and nine months
ended September 30, 1998, due  to  the  decrease  in tillable acres due to land
sales and pre-development activity on the Partnership's land investments.  This
decrease was partially offset  by  the  annual  increase  in lease amounts from
tenants.

Interest income increased for  the  nine  months  ended  September 30, 1999, as
compared to the nine months ended September 30, 1998, due primarily to interest
income earned on the mortgage loan receivable the Partnership received from the
sale of the remaining acres of Parcel 6.   See Note 5 of the Notes to Financial
Statements for further discussion of the  terms of the mortgage loan receivable
received from this sale.


                                     -15-


Professional  services  to  Affiliates  increased  for  the  nine  months ended
September 30, 1999, as compared  to  the  nine months ended September 30, 1998,
due  to  an  increase  in  accounting  services  required  by  the Partnership.
Professional services  to  Affiliates  decreased  for  the  three  months ended
September 30, 1999, as compared to  the  three months ended September 30, 1998,
due to a decrease in  legal  services  required  by the Partnership to transact
sales.

General and administrative expenses to  Affiliates  increased for the three and
nine months ended September 30, 1999, as  compared to the three and nine months
ended September 30, 1998,  due  to  increases  in  data processing and investor
services expenses.    General  and  administrative  expenses  to non-affiliates
decreased for the three and nine  months  ended September 30, 1999, as compared
to the three and  nine  months  ended  September  30,  1998, due primarily to a
decrease in postage, messenger service and insurance expense.

Marketing expenses to Affiliates and non-affiliates decreased for the three and
nine months ended September 30, 1999, as  compared to the three and nine months
ended September 30, 1998, due  to  less  activity in marketing, advertising and
travel  expenses  relating  to  marketing  the  land  portfolio  to prospective
purchasers.

Land operating expenses to Affiliates  decreased  for the three and nine months
ended September 30,  1999,  as  compared  to  the  three  and nine months ended
September 30, 1998, due to  a  decrease  in  tillable  acres due to land sales.
Land operating expenses  to  non-affiliates  decreased  for  the three and nine
months ended September 30, 1999, as compared to the three and nine months ended
September 30, 1998, due to a decrease in real estate tax expenses.


Year 2000 Issues

GENERAL
-------
Many computer operating systems  and  software  applications were designed such
that the year 1999 is the  maximum  date  that can be processed accurately.  In
conducting business, the Partnership relies  on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and,  to  a  limited  extent,  by  outside  software  vendors.   The
Partnership has assessed its  vulnerability  to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.

















                                     -16-


STATE OF READINESS
------------------
The  Partnership  has  identified  the  following  two  areas  for  "Year-2000"
compliance efforts:

Business  Computer  Systems:  The  majority  of  the  Partnership's information
technology systems  were  developed  internally  and  include accounting, lease
management, investment portfolio  tracking,  and  tax  return preparation.  The
Partnership has rights to the  source  code  for these applications and employs
programmers who are  knowledgeable  regarding  these  systems.   The process of
testing these internal  systems  to  determine  year  2000 compliance is nearly
complete.  The Partnership does  not  anticipate any material costs relating to
its  business  computer  systems  regarding  year  2000  compliance  since  the
Partnership's  critical  hardware  and  software  systems  use  four  digits to
represent the applicable year.  The Partnership does use various computers, so-
called "PC's", that may run software that  may not use four digits to represent
the applicable year.  The  Partnership  is  in  the  process  of testing the PC
hardware and software to determine year  2000  compliance, but it must be noted
that such PC's  are  incidental  to  the  Partnership's  critical systems.  The
Partnership is considering independent testing of its critical systems.

Suppliers and other Parties:  The  Partnership  is  in the process of surveying
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's  potential exposure in the event such
parties are not year 2000  compliant  in  a  timely  manner.  At this time, the
Partnership is not aware of any party that is anticipating a material Year 2000
compliance issue.  However, since  this  area  involves some parties over which
the Partnership  has  no  control,  such  as  public  utility  companies, it is
difficult, at best, to judge  the  status  of  the outside companies' year 2000
compliance. The Partnership is working closely  with all suppliers of goods and
services in an effort to minimize the  impact of the failure of any supplier to
become  year  2000   compliant   by   December   31,  1999.  The  Partnership's
investigations  and  assessments  of  possible   year  2000  issues  are  in  a
preliminary stage, and currently the  Partnership  is not aware of any material
impact on its business, operations or  financial  condition even if one or more
parties is not Year 2000 compliant  in  a  timely manner, due to the number and
nature of the Partnership's diverse supplier base.

YEAR 2000 RISKS
---------------
The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of  its  business computer systems would be the
inability to access information  which  could  result  in  the failure to issue
financial reports.

YEAR 2000 COSTS
---------------
The Partnership's General Partner  and  its  Affiliates  estimate that costs to
achieve  year  2000  compliance  will  not  exceed  $100,000.    However,  only
approximately 1% of these costs will  be  directly allocated to and paid by the
Partnership. The balance of the  year 2000 compliance costs, approximately 99%,
will be paid by  the  General  Partner  and  its  Affiliates.   Total year 2000
compliance costs are not expected to be significant.





                                     -17-


CONTINGENCY PLAN
----------------
The Partnership expects to be Year 2000  compliant in advance of the year 2000.
The Partnership will continue to  monitor  its progress and state of readiness,
and is in the process of  formulating  a contingency plan which the Partnership
will be prepared to adopt with  respect  to areas in which evidence arises that
it may not become Year 2000 compliant  in sufficient time.  With respect to its
suppliers and other parties  with  whom  the Partnership conducts business, the
Partnership does not yet have  sufficient  information to identify the types of
problems it may encounter in the  event  these  third parties are not Year 2000
compliant.  As information is obtained  that  may indicate such parties may not
become Year 2000 compliant in  sufficient  time, the Partnership is prepared to
develop contingency plans, accordingly.



                          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:

         (27) Financial Data Schedule

     (b) Reports on Form 8-K:

         None



























                                     -18-


                                  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/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: November 12, 1999


                                  /S/ PATRICIA A. DELROSSO

                            By:   Patricia A. DelRosso
                                  Senior Vice President
                            Date: November 12, 1999


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: November 12, 1999






















                                     -19-