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

                                   FORM 10-Q


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

                 For the Quarterly Period Ended March 31, 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

                     March 31, 1999 and December 31, 1998
                                  (unaudited)

                                    Assets
                                    ------

                                                       1999          1998
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $ 3,217,895       569,663
  Accounts and accrued interest receivable
    (Note 5)......................................      60,404        44,801
  Other current assets............................       1,027         2,406 
                                                   ------------  ------------
Total current assets..............................   3,279,326       616,870 
                                                   ------------  ------------
Other assets......................................      40,330         3,074
Mortgage loan receivable (Note 5).................     400,000       400,000
Investment properties and improvements
  (including acquisition fees paid to Affiliates
  of $1,100,083 and $1,187,120 at March 31, 1999 
  and December 31, 1998, respectively)
  (Notes 1 and 3).................................  23,619,627    24,946,536 
                                                   ------------  ------------
Total assets...................................... $27,339,283    25,966,480
                                                   ============  ============

























                See accompanying notes to financial statements.


                                      -2-



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

                                Balance Sheets
                                  (continued)

                     March 31, 1999 and December 31, 1998
                                  (unaudited)

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

                                                       1999          1998
Current liabilities:                                   ----          ----
  Accounts payable................................ $    21,236        18,124
  Accrued real estate taxes.......................      83,593        80,989
  Due to Affiliates (Note 2)......................      30,396        19,796
  Unearned income.................................      75,817        15,012 
                                                   ------------  ------------
Total current liabilities.........................     211,042       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.........................      13,434        13,719 
                                                   ------------  ------------
                                                        13,934        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.........................   5,089,572     3,793,605 
    Cumulative cash distributions.................  (5,864,621)   (5,864,621)
                                                   ------------  ------------
                                                    27,111,502    25,815,535 
                                                   ------------  ------------
Total Partners' capital...........................  27,125,436    25,829,754 
                                                   ------------  ------------
Total liabilities and Partners' capital........... $27,339,283    25,966,480
                                                   ============  ============











                See accompanying notes to financial statements.

                                      -3-



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

                           Statements of Operations

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)



                                                       1999          1998
Income:                                                ----          ----
  Sale of investment properties (Notes 1 and 3)... $ 2,746,932          -
  Rental income (Note 4)..........................      56,206        72,508
  Interest income.................................      33,751         6,111 
                                                   ------------  ------------
                                                     2,836,889        78,619 
Expenses:                                          ------------  ------------
  Cost of investment properties sold..............   1,422,749          -
  Professional services to Affiliates.............      11,748         6,341
  Professional services to non-affiliates.........      22,590        21,575
  General and administrative expenses to
    Affiliates....................................      11,129         8,493
  General and administrative expenses to
    non-affiliates................................       9,988         9,269
  Marketing expenses to Affiliates................       7,607         4,463
  Marketing expenses to non-affiliates............      21,948         5,792
  Land operating expenses to Affiliates...........      12,780        15,862
  Land operating expenses to non-affiliates.......      20,668        22,245 
                                                   ------------  ------------
                                                     1,541,207        94,040 
                                                   ------------  ------------
Net income (loss)................................. $ 1,295,682       (15,421)
                                                   ============  ============

Net income (loss) allocated to:
  General Partner.................................        (285)         (154)
  Limited Partners................................   1,295,967       (15,267)
                                                   ------------  ------------
Net income (loss)................................. $ 1,295,682       (15,421)
                                                   ============  ============

Net loss allocated to the one General Partner
  Unit............................................ $      (285)         (154)
                                                   ============  ============

Net income (loss) per Unit allocated to Limited
  Partners per weighted average Limited 
  Partnership Units of 32,352.11.................. $     40.06          (.47)
                                                   ============  ============





                See accompanying notes to financial statements.


                                      -4-



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

                           Statements of Cash Flows

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)




                                                       1999          1998
Cash flows from operating activities:                  ----          ----
  Net income (loss)............................... $ 1,295,682       (15,421)
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
  Gain on sale of investment properties...........  (1,324,183)         -
  Changes in assets and liabilities:
      Accounts and accrued interest receivable....     (15,603)      (35,614)
      Other current assets........................       1,379         1,509
      Accounts payable............................       3,112        16,583
      Accrued real estate taxes...................       2,604        18,867
      Due to Affiliates...........................      10,600        38,733
      Unearned income.............................      60,805        16,081 
                                                   ------------  ------------
Net cash provided by operating activities.........      34,396        40,738 
                                                   ------------  ------------
Cash flows from investing activities:
  Other assets....................................     (37,256)        2,838
  Additions to investment properties..............     (95,840)     (102,614)
  Proceeds from sale of investment properties.....   2,746,932          -    
Net cash provided by (used in) investing           ------------  ------------
  activities......................................   2,613,836       (99,776)
Net increase (decrease) in cash and cash           ------------  ------------
  equivalents.....................................   2,648,232       (59,038)
Cash and cash equivalents at beginning of period..     569,663       304,452 
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $ 3,217,895       245,414
                                                   ============  ============
















                See accompanying notes to financial statements.


                                      -5-



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

                         Notes to Financial Statements

                                March 31, 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 March 31, 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.




                                      -6-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 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
March 31, 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.










                                      -7-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 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 $7,616 and $2,772 was unpaid as  of March 31, 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 $12,780 and
$15,862 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the three months ended March 31, 1999 and 1998, respectively, of
which $12,780 and $14,024 was  unpaid  as  of  March  31, 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 $7,607 and $4,463
have been incurred and are included in marketing expenses to Affiliates for the
three months ended March 31, 1999  and 1998, respectively, of which $10,000 and
$3,000 was unpaid as of March 31, 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  $32,961  and $15,866 have been incurred for the
three months ended March 31, 1999  and  1998, respectively, and are included in
investment properties, all of which have been paid.















                                      -8-



<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       03/31/99    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         81,679         -         847,171         -

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459      1,630,063      570,796    3,201,726       91,781
                 (17.7420) 08/02/95
                  (8.6806) Var 1997
                  (1.9290) Var 1998
                  (1.9290) 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        349,910      191,001    2,081,546         -
                  (2.3050) Var 1997
                  (3.3600) Var 1998

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145         65,513        6,655      609,003         -
                  (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         25,134         -       1,614,291         -

  8    Kendall   133.0000  08/17/94     1,300,000      106,949    1,406,949          7,282         -       1,414,231         -

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770        112,157         -       1,184,927         -

  10   Kendall   223.7470  09/16/94     2,693,025      205,660    2,898,685         29,962         -       2,928,647         -

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          7,558         -       1,436,109         -

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221         62,569         -         713,790         -    
                                      ------------ ------------ ------------ -------------- ------------ ------------ ------------
  Subtotal                             15,597,338    1,106,011   16,703,349      2,897,879    3,566,757   16,031,441    1,324,183




                                                               -9-


                                      -9-



                                                    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       03/31/99    Recognized 
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ------------

  Subtotal                             15,597,338    1,106,011   16,703,349      2,897,879    3,566,757   16,031,441    1,324,183

  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          6,865         -       1,088,539         -

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196        253,356         -       3,232,552         -

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644        246,124         -       2,107,768         -

  17   LaSalle   236.4400  12/07/94     1,060,286       74,735    1,135,021         24,306         -       1,159,327         -

  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      3,451,754    5,775,086   23,619,627    1,324,183
                                      ============ ============ ============ ============== ============ ============ ============





</TABLE>
















                                                              -10-


                                     -10-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 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:

                                                     March 31,   December 31,
                                                       1999          1998    
                                                   ------------  ------------
  Balance at January 1,........................... $24,946,536    28,301,315
  Additions during period.........................      95,840       254,963
  Sales during period.............................   1,422,749     3,609,742 
                                                   ------------  ------------
  Balance at end of period........................ $23,619,627    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 March 31, 1999, the Partnership  had farm leases of generally one year in
duration, for approximately 2,058 acres of the approximately 2,424 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
March 31, 1999.  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 March 31, 1999, accrued interest
receivable totaled $53,621.







                                     -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 March 31, 1999,
the Partnership  has  had  multiple  sales  transactions  through  which it has
disposed of  the  building  and  approximately  878  acres  of  the 3,302 acres
originally owned.   As  of  March  31,  1999,  cumulative  distributions to the
Limited Partners have totaled $5,864,621 (which represents a return of Invested
Capital, as defined the Partnership  Agreement).    Through March 31, 1999, the
Partnership has used $3,451,754  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 March  31,  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.






                                     -12-



At March 31, 1999, the Partnership  had cash and cash equivalents of $3,217,895
of which approximately $163,400 is reserved for the repurchase of Units through
the Unit Repurchase  Program.    The  remaining  $3,054,495  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 one phase of improvements
complete and sites are being marketed to potential buyers, of which thirteen of
the 190 lots were sold  as  of  March  31,  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, and a fourth
site consisting of 1.86 acres was  sold to a different national fast-food chain
on October 6, 1998. (See Note 3 of the Notes to Financial Statements.)  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 three months ended  March 31, 1999 is the result of the
sale of approximately 36 acres, including  the  sale of Parcel 3 on February 4,
1999 and two additional lots of Parcel 2  on February 12, 1999.  (See Note 3 of
the Notes to Financial Statements.)

As of March 31, 1999, the Partnership owned fourteen parcels of land consisting
of approximately 2,424 acres.  Of  the  2,424  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 months ended March 31, 1999,
as compared to the three months  ended  March  31, 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  three  months  ended  March  31, 1999, as
compared to the three months  ended  March  31, 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.





                                     -13-



Professional services to Affiliates increased  for the three months ended March
31, 1999, as  compared  to  the  three  months  ended  March  31,  1998, due to
increases  in  legal  and  accounting  services  required  by  the Partnership.
Professional services to non-affiliates  increased  for  the three months ended
March 31, 1999, as compared to the three months ended March 31, 1998, due to an
increase in accounting fees. 

General and  administrative  expenses  to  Affiliates  increased  for the three
months ended March 31, 1999, as  compared  to  the three months ended March 31,
1998, due to  increases  in  data  processing  and  investor services expenses.
General and administrative expenses  to  non-affiliates increased for the three
months ended March 31, 1999, as  compared  to  the three months ended March 31,
1998, due primarily to an increase in the Illinois Replacement Tax.

Marketing expenses to  Affiliates  and  non-affiliates  increased for the three
months ended March 31, 1999, as  compared  to  the three months ended March 31,
1998, due to increases in  marketing,  advertising and travel expenses relating
to marketing the land portfolio to prospective purchasers.

Land operating expenses  to  Affiliates  decreased  for  the three months ended
March 31, 1999, as compared to the three  months ended March 31, 1998, due to a
decrease in tillable acres due to land  sales.  Land operating expenses to non-
affiliates decreased for the three months  ended March 31, 1999, as compared to
the three months ended March 31,  1998,  due to decreases in utilities and 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.



















                                     -14-



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 incurred through December 31, 1998 were approximately $5,000.




                                     -15-



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(b) 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


























                                     -16-



                                  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: May 12, 1999


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: May 12, 1999


                                  /S/ KELLY TUCEK

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





















                                     -17-