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 June 30, 1997

                                    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

                      June 30, 1997 and December 31, 1996
                                  (unaudited)

                                    Assets
                                    ------

                                                       1997          1996
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $   591,601       581,693
  Investments in marketable securities (Note 1)...     174,800     1,077,802
  Accrued interest and other receivables..........      15,038         4,903
  Other current assets............................       5,716         2,702
                                                   ------------  ------------
Total current assets..............................     787,155     1,667,100

Other assets......................................     104,452          -
Investment properties and improvements, at cost
  (including acquisition fees paid to Affiliates
  of $1,417,664 and $1,418,902 at June 30, 1997
  and December 31, 1996, respectively) (Notes 1,
  3 and 4)........................................  28,110,566    27,714,600
                                                   ------------  ------------
Total assets...................................... $29,002,173    29,381,700
                                                   ============  ============


























                See accompanying notes to financial statements.


                                    -2-



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

                                Balance Sheets
                                  (continued)

                      June 30, 1997 and December 31, 1996
                                  (unaudited)

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


                                                       1997          1996
Current liabilities:                                   ----          ----
  Accounts payable................................ $    33,081       474,058
  Accrued real estate taxes.......................      68,028        73,031
  Due to Affiliates (Note 2)......................      16,313         6,451
  Unearned income.................................      22,408        30,528
                                                   ------------  ------------
Total current liabilities.........................     139,830       584,068
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      12,661        13,040
                                                   ------------  ------------
                                                        13,161        13,540
  Limited Partners:                                ------------  ------------
    Units of $1,000.  Authorized 60,000 Units,
    32,372.11 and 32,377.11 Units outstanding
    at June 30, 1997 and December 31, 1996,
    respectively (net of offering costs of
    $4,466,765, of which $3,488,574 was paid
    to Affiliates)................................  27,905,843    27,910,743
    Cumulative cash distributions.................    (646,668)     (646,474)
    Cumulative net income.........................   1,590,007     1,519,823
                                                   ------------  ------------
                                                    28,849,182    28,784,092
                                                   ------------  ------------
Total Partners' capital...........................  28,862,343    28,797,632
                                                   ------------  ------------
Total liabilities and Partners' capital........... $29,002,173    29,381,700 
                                                   ============  ============











                See accompanying notes to financial statements.

                                    -3-



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

                           Statements of Operations

           For the three and six months ended June 30, 1997 and 1996
                                  (unaudited)


                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               --------
                                       1997       1996       1997       1996
Income:                                ----       ----       ----       ----
  Sale of investment property (Notes
    1 and 3)....................... $ 129,176       -       129,176       -
  Rental income....................    68,670     73,583    146,506    141,462
  Interest income..................    13,112     32,810     29,020     67,065
  Other income.....................      -          -        28,000       -
                                    ---------- ---------- ---------- ----------
                                      210,958    106,393    332,702    208,527
                                    ---------- ---------- ---------- ----------
Expenses:
  Cost of investment property sold.    21,462       -        21,462       -
  Professional services to
    Affiliates.....................     5,727      6,683     19,574     13,004
  Professional services to
    non-affiliates.................    18,666      1,775     43,771     26,220
  General and administrative
    expenses to Affiliates.........     5,204      6,260     13,087     15,165
  General and administrative
    expenses to non-affiliates.....     4,411      4,761      9,686      8,601
  Marketing expenses to Affiliates.    17,702      2,199     49,731     12,771
  Marketing expenses to
    non-affiliates.................    20,980      4,976     35,014     10,297
  Land operating expenses to
    Affiliates.....................    15,955     15,959     31,914     31,918 
  Land operating expenses to
    non-affiliates.................    15,692     12,231     38,658     37,112
  Amortization of deferred
    organization costs.............      -           730       -         1,459
                                    ---------- ---------- ---------- ----------
                                      125,799     55,574    262,897    156,547
                                    ---------- ---------- ---------- ----------
Net income......................... $  85,159     50,819     69,805     51,980
                                    ========== ========== ========== ==========








                See accompanying notes to financial statements.


                                    -4-



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

                           Statements of Operations
                                  (continued)

           For the three and six months ended June 30, 1997 and 1996
                                  (unaudited)


                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               --------
                                       1997       1996       1997       1996
Net income allocated to:               ----       ----       ----       ----
  General Partner.................. $    (225)       508       (379)       520
  Limited Partners.................    85,384     50,311     70,184     51,460
                                    ---------- ---------- ---------- ----------
Net income......................... $  85,159     50,819     69,805     51,980
                                    ========== ========== ========== ==========

Net income (loss) allocated to the
  one General Partner Unit......... $    (225)       508       (379)       520
                                    ========== ========== ========== ==========

Net income allocated to Limited
  Partners per weighted average
  Limited Partnership Units
  (32,372.11 and 32,397.11 for the
  three months ended June 30, 1997
  and 1996, respectively and
  32,373.74 and 32,397.11 for the
  six months ended June 30, 1997
  and 1996, respectively).......... $    2.64       1.55       2.17       1.59
                                    ========== ========== ========== ==========



















                See accompanying notes to financial statements.


                                    -5-



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

                           Statements of Cash Flows

                For the six months ended June 30, 1997 and 1996
                                  (unaudited)




                                                       1997          1996
Cash flows from operating activities:                  ----          ----
  Net income...................................... $    69,805        51,980
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Amortization of deferred organization costs...        -            1,459
    Gain on sale of land..........................    (107,714)         -
    Changes in assets and liabilities:
      Accrued interest and other receivables......     (10,135)       13,834
      Other current assets........................      (3,014)          333
      Accounts payable............................    (440,977)       (2,995)
      Accrued real estate taxes...................      (5,003)       (5,420)
      Due to Affiliates...........................       9,862       (24,921)
      Unearned income.............................      (8,120)       (7,667)
Net cash provided by (used in) operating           ------------  ------------
  activities......................................    (495,296)       26,603
                                                   ------------  ------------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...     903,002       500,000
  Additions to investment properties..............    (417,428)     (467,961)
  Other assets....................................    (104,452)         -
  Proceeds from sale of investment properties.....     129,176          -
                                                   ------------  ------------
Net cash provided by investing activities.........     510,298        32,039
                                                   ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........      (4,900)         -
  Distributions paid..............................        (194)         (140)
                                                   ------------  ------------
Net cash used in financing activities.............      (5,094)         (140)
                                                   ------------  ------------
Net increase in cash and cash equivalents.........       9,908        58,502
Cash and cash equivalents at beginning of period..     581,693       708,979
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   591,601       767,481
                                                   ============  ============








                See accompanying notes to financial statements.


                                    -6-



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

                         Notes to Financial Statements

                                 June 30, 1997
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1996, which are
included  in  the  Partnership's  1996   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 ("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 June  30, 1997, the Partnership has repurchased and
canceled a total of  27.174  Units  for  $26,675  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.

Investments purchased with an  original  maturity  of  three months or more are
considered to be investments in marketable securities.







                                    -7-



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1997
                                  (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.

The Partnership adopted  Statement  of  Financial  Accounting Standards No. 121
"Accounting for the Impairment of  Long-Lived  Assets and for Long-Lived Assets
to be Disposed of" ("SFAS 121") as required in the first quarter of 1996.  SFAS
121 requires that the Partnership 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.    The  adoption  of  SFAS  121  did  not  have  any  effect on the
Partnership's financial position, results of operations or liquidity.

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)

                                 June 30, 1997
                                  (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 $358 and $6,451 were unpaid  as  of  June 30, 1997 and December 31, 1996,
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 $31,914 and
$31,918 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the six months  ended  June  30, 1997 and 1996, respectively, of
which $15,955 were unpaid as of June 30, 1997.

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 $49,731 and $12,771
have been incurred and are included in marketing expenses to Affiliates for the
six months ended June 30, 1997  and  1996, respectively, all of which have been
paid.

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  $10,085  have been incurred for the six months
ended June 30, 1997 and  are  included  in  investment properties, all of which
have been paid.
















                                    -9-



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

                                                     Notes to Financial Statements
                                                              (continued)
(3) Investment Properties
<CAPTION>

All of the Partnership's investment properties are located in  the collar counties surrounding the Chicago metropolitan area.  The
following real property investments are owned by the Partnership as of June 30, 1997:
                                                                                                            Total
                   Gross                           Initial Costs                 Costs                    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        6/30/97    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         75,013         -         840,505        -

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459      1,290,023      196,473    3,236,009        - 
                 (17.742)  08/02/95

  3    Will       34.0474  03/04/94     1,235,830       88,092    1,323,922         16,378         -       1,340,300        -

  4    Will       86.9195  03/30/94     1,778,820      143,817    1,922,637        196,955       21,462    2,098,130     107,714
                   (.8700) 06/07/97

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145         62,719         -         612,864        -

  6    DeKalb     59.0800  05/11/94       670,207       58,373      728,580        477,806         -       1,206,386        -

  7    Kendall   200.8210  07/28/94     1,506,158       82,999    1,589,157         19,871         -       1,609,028        -

  8    Kendall   133.0000  08/17/94     1,300,000      106,949    1,406,949          3,392         -       1,410,341        -

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770        108,173         -       1,180,943        -

  10   Kendall   223.7470  09/16/94     2,693,025      205,660    2,898,685         21,856         -       2,920,541        -

10A(a) Kendall     7.0390  09/16/94       206,975       15,806      222,781          1,327      221,078         -           -
                  (7.0390) 04/21/95

  11   Kane      123.0000  09/26/94     1,353,000       75,551    1,428,551          4,289         -       1,432,840        -

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221         30,249         -         681,470        -

  13   LaSalle   352.7390  10/06/94     1,032,666       91,117    1,123,783         20,856         -       1,144,639        -

  14   Kendall   134.7760  10/26/94     1,000,000       81,674    1,081,674          4,656         -       1,086,330        -

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196        136,519         -       3,115,715        -

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644        135,963         -       1,997,607        -

  17   LaSalle   236.4400  12/07/94     1,060,286       74,735    1,135,021            494         -       1,135,515        -

  18   Kendall   386.9900  11/02/95       934,993      126,329    1,061,322             81         -       1,061,403        -
                                      ------------ ------------ ------------ -------------- ------------ ------------ -----------
                                      $24,285,539    1,660,450   25,945,989      2,606,620      439,013   28,110,566     107,714
                                      ============ ============ ============ ============== ============ ============ ===========
</TABLE>

                                   -10-



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1997
                                  (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 on April 21, 1995.

(b) Reconciliation of real estate owned:
                                                       1997          1996
                                                       ----          ----
  Balance at January 1,........................... $27,714,600    26,130,416
  Additions during period.........................     417,428     1,584,184
  Sales during period.............................     (21,462)         -
                                                   ------------  ------------
  Balance at end of period........................ $28,110,566    27,714,600
                                                   ============  ============


(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 June 30, 1997, the Partnership  had  farm leases of generally one year in
duration, for approximately 2,834 acres of the approximately 3,277 acres owned.
























                                   -11-



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 June 30, 1997, the
Partnership has had multiple sales  transactions  through which it has disposed
of  the  building  and  approximately  twenty-five  acres  of  the  3,302 acres
originally owned.  As of June 30, 1997, cumulative distributions to the Limited
Partners have totaled $646,668 (which  represents a return of Invested Capital,
as defined the Partnership Agreement).   Through June 30, 1997, the Partnership
has  used  $2,606,620  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 June 30, 1997,  the  Partnership owns, in whole or in part, all
eighteen of its original 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.






                                   -12-



At June 30, 1997, the Partnership had cash, cash equivalents and investments in
marketable securities of $766,401, of  which approximately $167,700 is reserved
for the repurchase of Units through the Unit Repurchase Program.  The remaining
$598,701 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  2, annexed to the
village of McHenry and zoned for a business park, has improvements underway and
sites are being marketed to potential buyers.  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 7,  1997.  (See  Note  3  of  the Notes to Financial Statements.)
Parcel 6, annexed to the  village  of  DeKalb  and zoned for twenty-five large,
residential lots, has completed the road  into the subdivision and the lots are
being marketed to homebuilders  and  individuals.  Parcels  15 and 16 have been
annexed to the village  of  Huntley  and  zoned  for residential and commercial
development.

Results of Operations

As of June 30, 1997, the  Partnership owned eighteen parcels of land consisting
of approximately 3,277 acres.  Of  the  3,277  acres owned, approximately 2,834
acres are tillable and leased  to  local  farmers and are generating sufficient
cash flow to cover property  taxes,  insurance and other miscellaneous property
expenses. The  sale  of  investment  property  income  and  cost  of investment
property sold for the three and six months ended June 30, 1997 is the result of
the sale of .87 acres of  Parcel  4  on  June  6, 1997.  The increase in rental
income for the six months ended  June  30,  1997, as compared to the six months
ended June 30, 1996, is due to  annual increases in lease amounts from tenants.
The increase in  other  income  for  the  six  months  ended  June 30, 1997, as
compared to the  six  months  ended  June  30,  1996,  is  due primarily to the
Partnership receiving a non-refundable  deposit  on  a  land sale which did not
occur.  The increase in land operating expenses to non-affiliates for the three
months and six ended June 30,  1997,  as  compared  to the three and six months
ended June 30, 1996, is  due  primarily  to  an  increase in real estate taxes.
This increase was partially offset by  a decrease in repair and maintenance and
insurance expenses.

Interest income decreased for the three and  six months ended June 30, 1997, as
compared to the three and six months  ended June 30, 1996, due primarily to the
Partnership utilizing  its  working  capital  reserve  to  fund pre-development
activity on its land parcels.

Professional services to Affiliates increased for the six months ended June 30,
1997, as compared to the six months ended  June 30, 1996, due to an increase in
legal services required by the Partnership.  This increase was partially offset
by a decrease in accounting services required by the Partnership.  Professional
services to non-affiliates increased for  the  three  and six months ended June
30, 1997, as compared to the three  and  six months ended June 30, 1996, due to
increases in outside legal, accounting and other professional fees.


                                   -13-



General and administrative expenses to  Affiliates  decreased for the three and
six months ended June 30, 1997, as  compared  to the three and six months ended
June 30, 1996, due to a decrease  in investor services expenses.  This decrease
was partially offset by an increase  in  data processing expenses.  General and
administrative expenses to non-affiliates  increased  for  the six months ended
June 30, 1997, as  compared  to  the  six  months  ended  June 30, 1996, due to
increases in printing and postage expenses.  This increase was partially offset
by a decrease in the Illinois Replacement Tax paid in 1997.

Marketing expenses to Affiliates increased  for  the three and six months ended
June 30, 1997, as compared to the three and six months ended June 30, 1996, due
to  increases  in   expenses   relating   to   marketing  and  advertising  the
Partnership's land investments for sale.   Marketing expenses to non-affiliates
increased for the three and six months  ended June 30, 1997, as compared to the
three and six months ended June 30, 1996, due to an increase in advertising and
travel  expenses  relating  to  marketing  the  land  portfolio  to prospective
purchasers.







                          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



















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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/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: August 11, 1997


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: August 11, 1997


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: August 11, 1997





















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