UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q





|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|X | QUARTERLY REPORT PURSUAN TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
|  |                                                                                                                                      
|o | TRANSITION 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)



|                         |                                     
|------------------------ | ------------------------------------
|Delaware                 | 36-3767977                          
|(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
March 31, 2006 and December 31, 2005
(unaudited)
Assets





|                                                                                                                                                        |   |           |          
|------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | ---------
|                                                                                                                                                        |   | 2006      | 2005     
|Current assets:                                                                                                                                         |   |           |          
|Cash and cash equivalents                                                                                                                               | $ | 794,932   | 829,410  
|Accrued interest and other receivables                                                                                                                  |   | 9,104     | 9,079    
|Other current assets                                                                                                                                    |   | 4,242     | 4,299    
|                                                                                                                                                        |   |           |          
|Total current assets                                                                                                                                    |   | 808,278   | 842,788  
|                                                                                                                                                        |   |           |          
|Other assets                                                                                                                                            |   | 233,074   | 233,074  
|Investment properties and improvements (including acquisition fees paid   to Affiliates of $11,668 at March 31, 2006 and December 31, 2005) 
  (Note 3) |   | 896,830   | 875,290  
|                                                                                                                                                        |   |           |          
|Total assets                                                                                                                                            | $ | 1,938,182 | 1,951,152













See accompanying notes to financial statements.



-2-



INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2006 and December 31, 2005
(unaudited)
Liabilities and Partners' Capital





|                                                                                                                                                                                                    |   |              |             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|                                                                                                                                                                                                    |   | 2006         | 2005        
|Current liabilities:                                                                                                                                                                                |   |              |             
|Accounts payable                                                                                                                                                                                    | $ | 390,828      | 314,452     
|Accrued real estate taxes                                                                                                                                                                           |   | 1,902        | 1,522       
|Due to Affiliates (Note 2)                                                                                                                                                                          |   | 16,984       | 29,223      
|                                                                                                                                                                                                    |   |              |             
|Total liabilities                                                                                                                                                                                   |   | 409,714      | 345,197     
|                                                                                                                                                                                                    |   |              |             
|Partners' capital:                                                                                                                                                                                  |   |              |             
|General Partner:                                                                                                                                                                                    |   |              |             
|Capital contribution                                                                                                                                                                                |   | 500          | 500         
|Cumulative cash distributions                                                                                                                                                                       |   | (9,546,406)  | (9,546,406) 
|Cumulative net income                                                                                                                                                                               |   | 9,557,772    | 9,558,547   
|                                                                                                                                                                                                    |   |              |             
|                                                                                                                                                                                                    |   | 11,866       | 12,641      
|                                                                                                                                                                                                    |   |              |             
|Limited Partners:                                                                                                                                                                                   |   |              |             
|Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       March 31, 2006 and December 31, 2005, (net of offering costs of       $4,466,765, of which $3,488,574 was paid to Affiliates) |   | 27,876,265   | 27,876,265  
|Cumulative cash distributions                                                                                                                                                                       |   | (78,171,193) | (78,171,193)
|Cumulative net income                                                                                                                                                                               |   | 51,811,530   | 51,888,242  
|                                                                                                                                                                                                    |   |              |             
|                                                                                                                                                                                                    |   | 1,516,602    | 1,593,314   
|                                                                                                                                                                                                    |   |              |             
|Total Partners' capital                                                                                                                                                                             |   | 1,528,468    | 1,605,955   
|                                                                                                                                                                                                    |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                             | $ | 1,938,182    | 1,951,152   













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, 2006 and 2005
(unaudited)

|                                                                                                                                                                                        |   |          |        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | -------
|                                                                                                                                                                                        |   | 2006     | 2005   
|Income:                                                                                                                                                                                 |   |          |        
|Sale of investment properties and improvements (Notes 1 and 3)                                                                                                                          | $ | -        | 735,777
|Rental income                                                                                                                                                                           |   | -        | 9,803  
|Interest income                                                                                                                                                                         |   | 5,403    | 35,553 
|Other Income                                                                                                                                                                            |   | 5,455    | 4,763  
|                                                                                                                                                                                        |   |          |        
|                                                                                                                                                                                        |   | 10,858   | 785,896
|Expenses:                                                                                                                                                                               |   |          |        
|Cost of investment properties sold                                                                                                                                                      |   | -        | 135,856
|Professional services to Affiliates                                                                                                                                                     |   | 2,994    | 4,040  
|Professional services to non-affiliates                                                                                                                                                 |   | 25,066   | 29,075 
|General and administrative expenses to Affiliates                                                                                                                                       |   | 1,960    | 8,252  
|General and administrative expenses to non-affiliates                                                                                                                                   |   | 47,706   | 41,246 
|Marketing expenses to Affiliates                                                                                                                                                        |   | 6,940    | 4,459  
|Marketing expenses to non-affiliates                                                                                                                                                    |   | 1,797    | 15,559 
|Land operating expenses to Affiliates                                                                                                                                                   |   | -        | 1,032  
|Land operating expenses to non-affiliates                                                                                                                                               |   | 1,882    | 4,058  
|                                                                                                                                                                                        |   |          |        
|                                                                                                                                                                                        |   | 88,345   | 243,577
|                                                                                                                                                                                        |   |          |        
|Net income (loss)                                                                                                                                                                       | $ | (77,487) | 542,319
|                                                                                                                                                                                        |   |          |        
|Net income (loss) allocated to:                                                                                                                                                         |   |          |        
|General Partner                                                                                                                                                                         | $ | (775)    | 317,191
|Limited Partners                                                                                                                                                                        |   | (76,712) | 225,128
|                                                                                                                                                                                        |   |          |        
|Net income (loss)                                                                                                                                                                       | $ | (77,487) | 542,319
|                                                                                                                                                                                        |   |          |        
|Net income (loss) per the one General Partner Unit                                                                                                                                      | $ | (775)    | 317,191
|                                                                                                                                                                                        |   |          |        
|Net income (loss) per Unit, basic and diluted, allocated to Limited Partners per weighted average Limited Partnership Units (32,337 for the three months ended March 31, 2006 and 2005) | $ | (2.37)   | 6.96   
|                                                                                                                                                                                        |   |          |        



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, 2006 and 2005
(unaudited)



|                                                                                              |   |          |            
|--------------------------------------------------------------------------------------------- | - | -------- | -----------
|                                                                                              |   | 2006     | 2005       
|Cash flows from operating activities:                                                         |   |          |            
|Net income (loss)                                                                             | $ | (77,487) | 542,319    
|Adjustments to reconcile net income (loss) to net cash 
        used in operating activities: |   |          |            
|Gain on sale of investment properties                                                         |   | -        | (599,921)  
|Changes in operating assets and liabilities:                                                  |   |          |            
|Accrued interest and other receivables                                                        |   | (25)     | (8,605)    
|Other current assets                                                                          |   | 57       | (5,582)    
|Other assets                                                                                  |   | -        | (6,809)    
|Accounts payable                                                                              |   | 76,376   | 47,848     
|Accrued real estate taxes                                                                     |   | 380      | 2,880      
|Due to Affiliates                                                                             |   | (12,239) | 6,202      
|Unearned income                                                                               |   | -        | (4,619)    
|                                                                                              |   |          |            
|Net cash used in operating activities                                                         |   | (12,938) | (26,287)   
|                                                                                              |   |          |            
|Cash flows from investing activities:                                                         |   |          |            
|Proceeds from sale of investment properties                                                   |   | -        | 735,777    
|Additions to investment properties                                                            |   | (21,540) | (31,658)   
|                                                                                              |   |          |            
|Net cash provided by (used in) investing activities                                           |   | (21,540) | 704,119    
|                                                                                              |   |          |            
|Cash flows from financing activities:                                                         |   |          |            
|Distributions paid                                                                            |   | -        | (7,317,767)
|                                                                                              |   |          |            
|Net cash used in financing activities                                                         |   | -        | (7,317,767)
|                                                                                              |   |          |            
|Net decrease in cash and cash equivalents                                                     |   | (34,478) | (6,639,935)
|Cash and cash equivalents at beginning of period                                              |   | 829,410  | 7,679,088  
|                                                                                              |   |          |            
|Cash and cash equivalents at end of period                                                    | $ | 794,932  | 1,039,153  
|                                                                                              |   |          |            





See accompanying notes to financial statements.



-5-



INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2006



Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2005, which are included in the Partnership's 2005 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 March 31, 2006, 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.

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 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.





-6-



INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2006
(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 $3,484 and $7,686 was unpaid as of March 31, 2006 and December 31, 2005, 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. As of March 31, 2005, the Partnership had met the limit.  Such fees of $0 and $1,032 have been incurred for the three months ended March 31, 2006 and March 31, 2005, respectively and are reported as land operating expenses to affiliates on the statement of operations, all of which was paid as of March 31, 2006 and December 31, 2005.

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 $6,940 and $4,459 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2006 and March 31, 2005, respectively, all of which was paid as of March 31, 2006 and December 31, 2005.

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. For the three months ended March 31, 2006, the Partnership incurred $25,508 of such costs. The affiliate did not take a profit on any project. Such costs are included in investment properties of which $13,500 and $21,537 was unpaid at March 31, 2006 and December 31, 2005, respectively.







-7-



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

March 31, 2006 (unaudited)

(3)  Investment Properties

|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|------ | -------- | --------------------- | -------------- | ------------- | ----------- | --------- | ------------------------------- | ----------------- | -------------------------------- | -------------------------
|       |          |                       |                | Initial Costs
|Parcel | Illinois | Gross Acres Purchased | Purchase/Sales | Original      | Acquisition | Total     | Costs Capitalized Subsequent to | Costs of Property | Total Remaining Costs of Parcels | Current Year Gain On Sale
|#      | County   | /(Sold)               | Date           | Costs         | Costs       | Costs     | Acquisition                     | Sold              | at 03/31/06                      | Recognized               
|1      | Kendall  | 108.8960              | 07/22/92       | $   707,566   | 57,926      | 765,492   | 186,333                         | 951,825           | -                                | -                        
|       |          | (108.8960)            | 01/11/02       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|2      | McHenry  | 201.0000              | 11/09/93       | 2,020,314     | 122,145     | 2,142,459 | 2,672,092                       | 3,917,721         | 896,830                          | -                        
|       |          | (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      | Will     | 34.0474               | 03/04/94       | 1,235,830     | 88,092      | 1,323,922 | 37,857                          | 1,361,779         | -                                | -                        
|       |          | (34.0474)             | 02/04/99       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|4      | Will     | 86.9195               | 03/30/94       | 1,778,820     | 143,817     | 1,922,637 | 416,096                         | 2,338,733         | -                                | -                        
|       |          | (2.3050)              | Var 1997       |               |             |           |                                 |                   |                                  |                          
|       |          | (3.3600)              | Var 1998       |               |             |           |                                 |                   |                                  |                          
|       |          | (1.0331)              | 08/19/99       |               |             |           |                                 |                   |                                  |                          
|       |          | (60.1000)             | Var 2001       |               |             |           |                                 |                   |                                  |                          
|       |          | (20.1214)             | 11/01/04       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|5      | LaSalle  | 190.9600              | 04/01/94       | 532,000       | 18,145      | 550,145   | 69,391                          | 619,536           | -                                | -                        
|       |          | (2.0600)              | 04/08/98       |               |             |           |                                 |                   |                                  |                          
|       |          | (188.9000)            | 10/07/99       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|6      | DeKalb   | 59.0800               | 05/11/94       | 670,207       | 58,373      | 728,580   | 486,869                         | 1,215,449         | -                                | -                        
|       |          | (4.9233)              | Apr 1998       |               |             |           |                                 |                   |                                  |                          
|       |          | (54.1567)             | 07/23/98       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|7      | Kendall  | 200.8210              | 07/28/94       | 1,506,158     | 82,999      | 1,589,157 | 460,282                         | 2,049,439         | -                                | -                        
|       |          | (168.1740)            | 09/18/03       |               |             |           |                                 |                   |                                  |                          
|       |          | (32.6470)             | Var 2005       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          
|8      | Kendall  | 133.0000              | 08/17/94       | 1,300,000     | 106,949     | 1,406,949 | 44,331                          | 1,451,280         | -                                | -                        
|       |          | (133.0000)            | 04/11/05       |               |             |           |                                 |                   |                                  |                          
|       |          |                       |                |               |             |           |                                 |                   |                                  |                          



-8-



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

(3)  Investment Properties (continued)

|       |          |                       |                |               |               |            |                                 |                   |                                  |                           |  | 
|------ | -------- | --------------------- | -------------- | ------------- | ------------- | ---------- | ------------------------------- | ----------------- | -------------------------------- | ------------------------- |  | 
|       |          |                       |                |               | Initial Costs
|Parcel | Illinois | Gross Acres Purchased | Purchase/Sales | Original      | Acquisition   | Total      | Costs Capitalized Subsequent to | Costs of Property | Total Remaining Costs of Parcels | Current Year Gain On Sale
|#      | County   | /(Sold)               | Date           | Costs         | Costs         | Costs      | Acquisition                     | Sold              | at 03/31/06                      | Recognized               
|9      | LaSalle  | 335.9600              | 08/30/94       | 993,441       | 79,329        | 1,072,770  | 130,045                         | 1,202,815         | -                                | -                        
|       |          | (335.9600)            | 04/18/03       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|10     | Kendall  | 223.7470              | 09/16/94       | $   2,693,025 | 205,660       | 2,898,685  | 362,769                         | 3,261,454         | -                                | -                        
|       |          | (2.9770)              | 11/03/99       |               |               |            |                                 |                   |                                  |                          
|       |          | (127.4000)            | 08/14/02       |               |               |            |                                 |                   |                                  |                          
|       |          | (84.39)               | 01/09/04       |               |               |            |                                 |                   |                                  |                          
|       |          | (8.98)                | 12/15/05       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|10A(a) | Kendall  | 7.0390                | 09/16/94       | 206,975       | 15,806        | 222,781    | 1,327                           | 224,108           | -                                | -                        
|       |          | (7.0390)              | 04/21/95       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|11     | Kane     | 123.0000              | 09/26/94       | 1,353,000     | 75,551        | 1,428,551  | 17,466                          | 1,446,017         | -                                | -                        
|       |          | (123.000)             | 11/30/00       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|12     | Kendall  | 110.2530              | 09/28/94       | 600,001       | 51,220        | 651,221    | 157,198                         | 808,419           | -                                | -                        
|       |          | (59.9050)             | 04/16/01       |               |               |            |                                 |                   |                                  |                          
|       |          | (50.3480)             | 09/18/03       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|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  | 36,734                          | 1,118,408         | -                                | -                        
|       |          | (10.6430)             | 05/21/99       |               |               |            |                                 |                   |                                  |                          
|       |          | (124.1330)            | 12/17/04       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|15     | McHenry  | 169.5400              | 10/31/94       | 2,900,000     | 79,196        | 2,979,196  | 332,922                         | 3,312,118         | -                                | -                        
|       |          | (169.5400)            | 02/26/04       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|16     | McHenry  | 207.0754              | 11/30/94       | 1,760,256     | 101,388       | 1,861,644  | 315,664                         | 2,177,308         | -                                | -                        
|       |          | (207.0754)            | 02/26/04       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|17     | LaSalle  | 236.4400              | 12/07/94       | 1,060,286     | 74,735        | 1,135,021  | 100,869                         | 1,235,890         | -                                | -                        
|       |          | (236.4400)            | Var 2005       |               |               |            |                                 |                   |                                  |                          
|       |          |                       |                |               |               |            |                                 |                   |                                  |                          
|18     | Kendall  | 386.9900              | 11/02/95       |               |               |            |                                 |                   |                                  |                          
|       |          | (386.9900)            | 08/31/98       | 934,993       | 126,329       | 1,061,322  | 501                             | 1,061,823         | -                                | -                        
|       | Total    |                       |                | $24,285,538   | 1,660,451     | 25,945,989 | 5,851,469                       | 30,900,628        | 896,830                          | -                        





-9-



INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2006
(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:



|                         |   |           |             
|------------------------ | - | --------- | ------------
|                         |   | March 31, | December 31,
|                         |   | 2006      | 2005        
|                         |   |           |             
|Balance at January 1,    | $ | 875,290   | 4,207,469   
|Additions during period  |   | 21,540    | 97,457      
|Sales during period      |   | -         | (3,429,636) 
|                         |   |           |             
|Balance at end of period | $ | 896,830   | 875,290     
|                         |   |           |             

(4)  Farm Rental Income

The Partnership determined that all prior leases relating to the farm parcels were operating leases. Accordingly, rental income was reported when earned.

As of March 31, 2006, the Partnership did not have a farm lease for the remaining 23 acres owned.











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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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 judgements in certain circumstances. We believe that our most critical accounting policies relate to how we value our investment properties and mortgage loans receivable, cost allocation and revenue recognition.  These judgements often result from the need to make estimates about the effect of matters that are inherently uncertain.  The purpose of the FRR is 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 judgements 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 judgement, the valuation could be negatively or positively affected.







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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 three months ended March 31, 2006, 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 March 31, 2006, 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 Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated on August 23, 1993, after we had sold 32,399.28 units, at $1,000 per unit, resulting in $32,399,282 in gross offering proceeds, not including 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 March 31, 2006, we have had multiple sales transactions through which we have disposed of a building and approximately 3,279 acres, or 99%, of the 3,302 acres originally owned. As of March 31, 2006, cumulative distributions have totaled $78,171,193 to the limited partners (which exceeds the original capital) and $9,546,406 to the general partner. Through March 31, 2006, we have used $5,851,469 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, changes in real estate taxes affecting our land, and the amount of revenue received from leasing. As of March 31, 2006, we own, in part, one of our original parcels.





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At March 31, 2006, we had cash and cash equivalents of $794,932, which is available to be used for our costs and liabilities, cash distributions to partners, and other activities with respect to some or all of our land parcels.  Undistributed net sales proceeds will be used to cover 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.  As of March 31, 2006, 20 lots remain to be sold.





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 $4,954 and $12,292 for the three months ended March 31, 2006 and March 31, 2005, respectively, are included in professional services and general and administrative expenses to affiliates, of which $3,484 and $7,686 was unpaid as of March 31, 2006 and December 31, 2005, respectively.

Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost  of our undeveloped parcels annually, limited to a cumulative total over our life of 2% of the parcels' original cost to us. As of March 31, 2005, we had met this limit.  Such fees of $0 and $1,032 have been incurred for the three months ended March 31, 2006 and March 31, 2005, respectively, all of which was paid as of March 31, 2006 and December 31, 2005.

An affiliate of our general partner performed sales marketing and advertising services for us and was reimbursed  for direct costs. Such costs of $6,940 and $4,459 have been incurred and are included in marketing expenses to affiliates for the three months ended March 31, 2006 and March 31, 2005, respectively, all of which was paid as of March 31, 2006 and December 31, 2005.

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. For the three months ended March 31, 2006, the Partnership incurred $25,508 of such costs. The affiliate did not take a profit on any project. Such costs are included in investment properties, of which $13,500 and $21,537 was unpaid at March 31, 2006 and December 31, 2005, respectively.



Results of Operations

As of March 31, 2006, we owned one parcel of land consisting of approximately 23 acres.

Sales of investment properties of $735,777 and cost of investment properties sold of $135,856 for the three months ended March 31, 2005 are the result of the sales of Parcels 2 and 17. The sales activity is the result of favorable zoning and a change in our marketing approach to target homebuilders, commercial users and land developers.



Rental income was $0 and $9,803 for the three months ended March 31, 2006 and March 31, 2005, respectively. The decrease is due to decreases in tillable acres as a result of land sales and pre-development activity on our land investments.  As of March 31, 2006, we do not have a farm lease for the remaining 23 acres owned.



Professional services to non-affiliates were $2,994 and $4,040 for the three months ended March 31, 2006 and March 31, 2005.  This decrease was due to a decrease in accounting and legal fees.





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General and administrative expenses to affiliates were $1,960 and $8,252 for the three months ended March 31, 2006 and March 31, 2005, respectively. The decrease in 2006 is due to a decrease in postage expense. General and administrative expenses to non-affiliates were $47,706 and $41,246 for the three months ended March 31, 2006 and March 31, 2005, respectively. The increase in 2006 is due to an increase in state taxes now payable as a result of prior year land sales.

Land operating expenses to affiliates were $0 and $1,032 for the three months ended March 31, 2006 and March 31, 2005, respectively and relate to asset management fees paid. Our general partner is entitled to receive asset management fees equal to one-quarter of 1% of the original cost  of our undeveloped parcels annually, limited to a cumulative total over our life of 2% of the parcels' original cost to us. These amounts decrease as acres are sold. As of March 31, 2005, we had met the limit on this fee.

Land operating expenses to non-affiliates were $1,882 and $4,058 for the three months ended March 31, 2006 and March 31, 2005, respectively. These costs primarily include real estate tax expense and ground maintenance expense and insurance expense on the parcels owned.  The decrease in 2006 is the result of the decrease in acres owned as a result of the land sales.

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 are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.

There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2006 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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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



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SIGNATURES







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







|      |                                                          
|----- | ---------------------------------------------------------
|      | INLAND CAPITAL FUND, L.P.                                
|      |                                                          
|By:   | Inland Real Estate Investment Corporation General Partner
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ BRENDA G. GUJRAL                                     
|      |                                                          
|By:   | Brenda G. Gujral                                         
|      | President and principal executive officer                
|Date: | May 11, 2006                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ GUADALUPE GRIFFIN                                    
|      |                                                          
|By:   | Guadalupe Griffin                                        
|      | Vice President                                           
|Date: | May 11, 2006                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ KELLY TUCEK                                          
|      |                                                          
|By:   | Kelly Tucek                                              
|      | Vice President and                                       
|      | principal financial officer                              
|Date: | May 11, 2006                                             
|      |                                                          





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