UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q   XQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM     TO  COMMISSION FILE NUMBER: 0-21606   InLand Capital Fund, L.P. (Exact name of registrant as specified in its charter)  Delaware36-3767977(State of Incorporation)(I.R.S. Employer Identification No.)    2901 Butterfield Road, Oak Brook, IL  60523 (Address of principal executive offices)(Zip Code)  630-218-8000 (Registrants telephone number, including area code)    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 the filing requirements for at least the past 90 days. Yes X   No  o  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act). Large accelerated filer o           Accelerated filer  o          Non-accelerated filer  X   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesq   No  X      -1-  INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
September 30, 2007 and December 31, 2006
(unaudited)
Assets  20072006Current assets:Cash and cash equivalents$1,419,659910,350Accrued interest2,005917Other current assets3,7263,726Total current assets1,425,390914,993Other assets-233,074Investment properties and improvements (including acquisition fees paid to   affiliates of $5,834 and $9,918 at September 30, 2007 and December 31,   2006, respectively) (Note 3)471,657777,625Total assets$1,897,0471,925,692         See accompanying notes to financial statements.  -2-  INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 2007 and December 31, 2006
(unaudited)
Liabilities and Partners' Capital   20072006Current liabilities:Accounts payable$2,730239,444Accrued real estate taxes7801,626Due to affiliates (Note 2)7,1036,358Total current liabilities10,613247,428Partners' capital:General Partner:Capital contribution500500Cumulative cash distributions(9,546,406)(9,546,406)Cumulative net income9,558,1869,558,01212,28012,106Limited Partners:Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       September 30, 2007 and December 31, 2006, (net of offering costs of       $4,466,765, of which $3,488,574 was paid to affiliates)27,876,26527,876,265Cumulative cash distributions(78,171,193)(78,171,193)Cumulative net income52,169,08251,961,0861,874,1541,666,158Total Partners' capital1,886,4341,678,264Total liabilities and Partners' capital$1,897,0471,925,692      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, 2007 and 2006 (unaudited)  Three monthsThree monthsNine monthsNine monthsendedendedendedendedSeptember 30, 2007September 30, 2006September 30, 2007September 30, 2006Revenues:Sale of investment property (Notes 1 and 3)$526,736-526,736260,805Other operating income20,000-61,925-Total revenues546,736-588,661260,805Expenses:Cost of investment property sold335,937-335,937134,998Professional services to affiliates7,5999,06714,15913,247Professional services to non-affiliates3,1285,29628,73937,653General and administrative expenses to affiliates1,4403,0464,6638,721General and administrative expenses to 
    non-affiliates4,9135,88717,95561,472Marketing expenses to affiliates95-1917,958Marketing expenses to non-affiliates-220-2,017Land operating expenses to non-affiliates4,97614,85115,20720,478Total expenses358,08838,367416,851286,544Operating income (loss)188,648(38,367)171,810(25,739)Interest income10,36813,49431,71024,930Other income1,8001,2004,6507,355Net income (loss)$200,816(23,673)208,1706,546Net income (loss) allocated to:General Partner$100(237)174(1,193)Limited Partners200,716(23,436)207,9967,739Net income (loss)$200,816(23,673)208,1706,546Net income (loss) allocated to the one General   Partner Unit$100(237)174(1,193)Net income (loss) per Unit allocated to Limited   Partners per weighted average Limited   Partnership Units of 32,337 for the three and nine   months ended September 30, 2007 and 2006$6.21(.72)6.43.24      See accompanying notes to financial statements.  -4-  INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 2007 and 2006
(unaudited) 20072006Cash flows from operating activities:Net income$208,1706,546Adjustments to reconcile net income to net cash provided by (used     in) operating activities:Gain on sale of investment properties(190,799)(125,807)Changes in assets and liabilities:Accrued interest and other receivables(1,088)8,869Other current assets-573Other assets233,074-Accounts payable(236,714)(72,728)Accrued real estate taxes(846)(302)Due to affiliates745(24,923)Net cash provided by (used in) operating activities12,542(207,772)Cash flows from investing activities:Proceeds from sale of investment properties526,736260,805Additions to investment properties(29,969)(30,336)Net cash provided by investing activities496,767230,469Net increase in cash and cash equivalents509,30922,697Cash and cash equivalents at beginning of period910,350829,410Cash and cash equivalents at end of period$1,419,659852,107              See accompanying notes to financial statements.  -5-  INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2007  Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2006, which are included in the Partnership's 2006 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 or Units pursuant to a registered offering under the Securities Act of 1933. Inland Real Estate Investment Corporation is 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, 2007, the Partnership has repurchased and canceled a total of 62 Units for $56,253 from various Limited Partners through the unit repurchase program. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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.  Certain reclassifications were made to the 2006 financial statements to conform with the 2007 presentation. 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.  The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents and are carried at cost, which approximates market. 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.  New Accounting Pronouncements  In June 2006, the FASB issued Interpretation No. 48: Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109. This Interpretation defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Partnership determined that the adoption of Interpretation No. 48 did not have a material effect on our financial statements.   -6-  INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2007 (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 $6,810 and $3,358 was unpaid as of September 30, 2007 and December 31, 2006, 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 $191 and $7,958 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2007 and 2006, respectively, of which $24 and $0 was unpaid as of September 30, 2007 and December 31, 2006, 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 recognize a profit on any project. Such costs are included in investment properties of which $269 and $3,000 was unpaid at September 30, 2007 and December 31, 2006, respectively.    -7-


INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements (continued) September 30, 2007(unaudited) (3)  Investment Properties Initial CostsParcelIllinoisGross Acres PurchasedPurchase/SalesOriginalAcquisitionTotalCosts Capitalized Subsequent toCosts of PropertyTotal Remaining Costs of ParcelsCurrent Year Gain On Sale#County/(Sold)DateCostsCostsCostsAcquisitionSoldat 09/30/07Recognized1Kendall108.896007/22/92$   707,56657,926765,492186,333951,825--(108.8960)01/11/022McHenry201.000011/09/932,020,314122,1452,142,4592,717,8544,388,656471,657190,799(17.7420)08/02/95(8.6806)Var 1997(1.9290)Var 1998(13.5030)Var 1999(3.6400)11/29/01(10.1600)Var 2002(2.0320)06/07/04(114.8134)08/12/04(5.7000)Var 2005(3.4200)06/11/06(6.96)Var 20073Will34.047403/04/941,235,83088,0921,323,92237,8571,361,779--(34.0474)02/04/994Will86.919503/30/941,778,820143,8171,922,637416,0962,338,733--(2.3050)Var 1997(3.3600)Var 1998(1.0331)08/19/99(60.1000)Var 2001(20.1214)11/01/045LaSalle190.960004/01/94532,00018,145550,14569,391619,536--(2.0600)04/08/98(188.9000)10/07/996DeKalb59.080005/11/94670,20758,373728,580486,8691,215,449--(4.9233)Apr 1998(54.1567)07/23/987Kendall200.821007/28/941,506,15882,9991,589,157460,2822,049,439--(168.1740)09/18/03(32.6470)Var 20058Kendall133.000008/17/941,300,000106,9491,406,94944,3311,451,280--(133.0000)04/11/05


-8-


INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued) (3)  Investment Properties (continued) Initial CostsParcelIllinoisGross Acres PurchasedPurchase/SalesOriginalAcquisitionTotalCosts Capitalized Subsequent toCosts of PropertyTotal Remaining Costs of ParcelsCurrent Year Gain On Sale#County/(Sold)DateCostsCostsCostsAcquisitionSoldat 09/30/07Recognized9LaSalle335.960008/30/94993,44179,3291,072,770130,0451,202,815--(335.9600)04/18/0310Kendall223.747009/16/94$   2,693,025205,6602,898,685362,7693,261,454--(2.9770)11/03/99(127.4000)08/14/02(84.39)01/09/04(8.98)12/15/0510A(a)Kendall7.039009/16/94206,97515,806222,7811,327224,108--(7.0390)04/21/9511Kane123.000009/26/941,353,00075,5511,428,55117,4661,446,017--(123.000)11/30/0012Kendall110.253009/28/94600,00151,220651,221157,198808,419--(59.9050)04/16/01(50.3480)09/18/0313LaSalle352.739010/06/941,032,66691,1171,123,78322,7231,146,506--(10.0000)07/27/98(342.7390)08/31/9814Kendall134.776010/26/941,000,00081,6741,081,67436,7341,118,408--(10.6430)05/21/99(124.1330)12/17/0415McHenry169.540010/31/942,900,00079,1962,979,196332,9223,312,118--(169.5400)02/26/0416McHenry207.075411/30/941,760,256101,3881,861,644315,6642,177,308--(207.0754)02/26/0417LaSalle236.440012/07/941,060,28674,7351,135,021100,8691,235,890--(236.4400)Var 200518Kendall386.990011/02/95(386.9900)08/31/98934,993126,3291,061,3225011,061,823--Total$24,285,5381,660,45125,945,9895,897,23131,371,563471,657190,799


-9-


INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2007
(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 were sold on April 21, 1995.  (b) Reconciliation of real estate owned:  September 30,December 31,20072006Balance at January 1,$777,625875,290Additions during period29,96937,333Sales during period(335,937)(134,998)Balance at end of period,$471,657777,625  (c) On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, the Partnership conducts an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value.  If this were to occur, the Partnership would be required to record an impairment loss equal to the excess of carrying value over fair value.  In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected capital expenditures and sales prices. The aforementioned factors are considered by management in determining the value of any particular property.  The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole.  Should the actual results differ from management's judgment, the valuation could be negatively or positively affected.  The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. For the quarter ended September 30, 2007, the Partnership had recorded no such impairment.   (4)  Subsequent Events  On October 24, 2007, the Partnership accepted an offer from an unaffiliated third party to purchase the remaining ten industrial lots of Parcel 2.  Provided the buyer performs, a closing is expected to occur on or about November 25, 2007.    -10-  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 our 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.  We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC).  The public may read and copy any of the reports that are filed with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference room by calling the SEC at (800)-SEC-0330.  The SEC maintains an Internet site at (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically. Critical Accounting Policies The Securities and Exchange Commission issued Financial Reporting Release or FRR No. 60 "Cautionary Advice Regarding Disclosure About Critical Accounting Policies."  A critical accounting policy is one that would materially affect our operations or financial condition, and requires management to make estimates or judgments in certain circumstances. We believe that our most critical accounting policies relate to how we value our investment properties, cost allocation and revenue recognition.  These judgments often result from the need to make estimates about the effect of matters that are inherently uncertain.  The purpose of the FRR is to require companies to provide investors with an understanding of how management forms these policies.  Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP.  GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates.  The following disclosure discusses judgments known to management pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions. Valuation of Investment Properties - On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, we conduct an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value.  If this were to occur, we would be required to record an impairment loss equal to the excess of carrying value over fair value. In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected capital expenditures and sales prices. The aforementioned factors are considered by management in determining the value of any particular property.  The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole.  Should the actual results differ from management's judgment, the valuation could be negatively or positively affected.    -11-  The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. For the nine months ended September 30, 2007, we had recorded no such impairment.  Cost Allocation - We use the area method of cost allocation, which approximates the relative sales method of cost 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. Revenue Recognition - We recognize income from the sale of land parcels in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate".  Assets Held for Sale -  In determining whether to classify an asset as held for sale, we consider whether: (i) management has committed to a plan to sell the asset; (ii) the asset is available for immediate sale, in its present condition; (iii) we have initiated a program to locate a buyer; (iv) we believe that the sale of the asset is probable; (v) we are actively marketing the asset for sale at a price that is reasonable in relation to its current value; and (vi) actions required for us to complete the plan indicate that it is unlikely that any significant changes will be made to the plan. If all of the above criteria are met, we classify the asset as held for sale. The assets and liabilities associated with those assets that are held for sale are classified separately on the balance sheets for the most recent reporting period.  Additionally, the operations for the periods presented are classified on the statements of operations as discontinued operations for all periods presented. From time to time, we may determine that a held for sale property no longer meets the criteria to continue to be classified as held for sale.  If this occurs, we record the property at the lower of the carrying amount before the property was classified as held for sale or the fair value at the decision date not to sell.  As of September 30, 2007, we have not classified any properties as held for sale. 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 registered offering 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 our general partner's capital contribution of $500. All of the holders of these units have been admitted 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. We used $25,945,989 of gross offering proceeds to purchase, on an all-cash basis, 18 parcels of land and one building. These investments included 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, 2007, we have had multiple sales transactions through which we have disposed of a building and approximately 3,290 acres, or 99%, of the 3,302 acres originally owned. As of September 30, 2007, cumulative distributions to the limited partners have totaled $78,171,193 (which exceeds the original capital) and $9,546,406 to the general partner. Through September 30, 2007, we have used $5,897,231 of working capital 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 and changes in real estate taxes affecting our land.  As of September 30, 2007, we own, in part, only one of our original parcels containing approximately 12 acres.   -12-  At September 30, 2007, we had cash and cash equivalents of $1,419,659, which is available to be used for our costs and liabilities, cash distributions to partners, and other activities with respect to our remaining land parcel.  Undistributed net sales proceeds will be used to fund our operations, including property upgrades. We will evaluate our cash needs throughout the year to determine future distributions.  We believe we enhanced the value of our land through pre-development activities such as rezoning, annexation and land planning.  Our remaining parcel, Parcel 2, was annexed to the village of McHenry and zoned for a business park.  There are two phases of improvements complete and sites are being marketed to potential buyers.  On August 14, 2007, the Partnership entered into two separate contracts with two third party purchasers for a combined total of 7 of the remaining 17 lots.  On September 13, 2007, the first purchaser closed on two of these lots.  On September 14, 2007, the buyer of the remaining five lots closed as anticipated. As of September 30, 2007, 10 lots in this parcel remain to be sold.  On October 24, 2007, the Partnership accepted an offer from an unaffiliated third party to purchase the remaining ten industrial lots of Parcel 2.  Provided the buyer performs, a closing is expected to occur on or about November 25, 2007.   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 of $18,822 and $21,968 for the nine months ended September 30, 2007 and 2006, respectively, are included in professional services and general and administrative expenses to affiliates, of which $6,810 and $3,358 was unpaid as of September 30, 2007 and December 31, 2006, respectively.  An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed for direct costs. Such costs of $191 and $7,958 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2007 and September 30, 2006, respectively, of which $24 and $0 was unpaid as of September 30, 2007 and December 31, 2006, respectively. An affiliate of the 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.  The affiliate did not recognize a profit on any project. Such costs are included in investment properties, of which $269 and $3,000 was unpaid at September 30, 2007 and December 31, 2006, respectively.  Results of Operations As of September 30, 2007, we owned one parcel of land or 10 lots consisting of approximately 12 acres.  Sales of investment properties of $526,736 and cost of investment properties sold of $335,937 for the nine months ended September 30, 2007 are the result of lot sales of Parcel 2.  Sales of investment properties of $260,805 and cost of investment properties sold of $134,998 for the nine months ended September 30 2006 are the results of lot sales of Parcel 2.  Interest income was $31,710 and $24,930 for the nine months ended September 30, 2007 and September 30, 2006, respectively.  The increase in interest income is primarily a result of an increase in cash available to invest on a short-term basis during the period and an increase in interest rates.  Other operating income was $61,925 and $0 for the nine months ended September 30, 2007 and September 30, 2006, respectively.  This increase is due primarily to a $45,000 reimbursement of escrowed funds for road improvements and the retention of $20,000 of earnest money for a terminated sales contract offset by miscellaneous operating expenses.  Professional services to non-affiliates were $28,739 and $37,653 for the nine months ended September 30, 2007 and September 30, 2006, respectively.  This decrease was due primarily to a decrease in accounting fees.  -13-   General and administrative expenses to non-affiliates were $17,955 and $61,472 for the nine months ended September 30, 2007 and September 30, 2006, respectively. The decrease in 2007 is due to a decrease in Illinois Replacement tax expense.  Land operating expenses to non-affiliates were $15,207 and $20,478 for the nine months ended September 30, 2007 and September 30, 2006, respectively.  The decrease in 2007 is due to a decrease in grounds maintenance expenses.  Subsequent Events  On October 24, 2007, the Partnership accepted an offer from an unaffiliated third party to purchase the remaining ten industrial lots of Parcel 2.  Provided the buyer performs, a closing is expected to occur on or about November 25, 2007.   Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable.  Item 4. Controls and Procedures Our 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 as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of such period, our disclosure controls and procedures were 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 were no changes in our internal controls over financial reporting that occurred during the nine months ended September 30, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   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: 31.1 Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer  32.1 Section 1350 Certification by Principal Executive Officer 32.2 Section 1350 Certification by Principal Financial Officer  (b)  Reports on Form 8-K:  None  -14-   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. GUJRALBy:Brenda G. GujralPresident and Principal Executive OfficerDate:November 8, 2007/S/ GUADALUPE GRIFFINBy:Guadalupe GriffinVice PresidentDate:November 8, 2007/S/ DONNA URBAINBy:Donna UrbainPrincipal Financial OfficerDate:November 8, 2007   -15-