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, 1997

                                      or

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

For the transition period from                    to                   


                           Commission File #0-21606


                          InLand Capital Fund, L.P. 
            (Exact name of registrant as specified in its charter)


         Delaware                                     #36-3767977
  (State or other jurisdiction      (I.R.S. Employer Identification Number) 
of incorporation or organization)


       2901 Butterfield Road, Oak Brook, Illinois         60521
        (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, 1997 and December 31, 1996
                                  (unaudited)

                                    Assets
                                    ------

                                                       1997          1996
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $   823,195       581,693
  Investments in marketable securities (Note 1)...     339,800     1,077,802
  Accrued interest and other receivables..........      41,766         4,903
  Deposits and other assets.......................       1,153         2,702
                                                   ------------  ------------
Total current assets..............................   1,205,914     1,667,100
                                                   ------------  ------------
Investment properties and improvements
  (including acquisition fees paid to Affiliates
  of $1,418,902) (Notes 3 and 4)..................  27,804,284    27,714,600
                                                   ------------  ------------
Total assets...................................... $29,010,198    29,381,700
                                                   ============  ============





























                See accompanying notes to financial statements.


                                      -2-



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

                                Balance Sheets
                                  (continued)

                     March 31, 1997 and December 31, 1996
                                  (unaudited)

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

                                                       1997          1996
Current liabilities:                                   ----          ----
  Accounts payable................................ $    38,120       474,058
  Accrued real estate taxes.......................      91,516        73,031
  Due to Affiliates (Note 2)......................      80,979         6,451
  Unearned income.................................      22,360        30,528
                                                   ------------  ------------
Total current liabilities.........................     232,975       584,068
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      12,886        13,040
                                                   ------------  ------------
                                                        13,386        13,540
  Limited Partners:                                ------------  ------------
    Units of $1,000.  Authorized 60,000 Units,
      32,372.11 and 32,377.11 Units outstanding
      at March 31, 1997 and December 31, 1996,
      respectively (net of offering costs of
      $4,466,765, of which $3,488,574 was paid
      to Affiliates)..............................  27,905,843    27,910,743
    Cumulative cash distributions.................    (646,629)     (646,474)
    Cumulative net income.........................   1,504,623     1,519,823
                                                   ------------  ------------
                                                    28,763,837    28,784,092
                                                   ------------  ------------
Total Partners' capital...........................  28,777,223    28,797,632
                                                   ------------  ------------
Total liabilities and Partners' capital........... $29,010,198    29,381,700
                                                   ============  ============












                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, 1997 and 1996
                                  (unaudited)



                                                       1997          1996
Income:                                                ----          ----
  Interest income................................. $    15,908        34,255
  Rental income...................................      77,836        67,879
  Other income....................................      28,000          -
                                                   ------------  ------------
                                                       121,744       102,134
Expenses:                                          ------------  ------------
  Professional services to Affiliates.............      13,847         6,321
  Professional services to non-affiliates.........      25,105        24,445
  General and administrative expenses to
    Affiliates....................................       7,883         8,905
  General and administrative expenses to
    non-affiliates................................       5,275         3,840
  Marketing expenses to Affiliates................      32,029        10,572
  Marketing expenses to non-affiliates............      14,034         5,321
  Land operating expenses to Affiliates...........      15,959        15,959
  Land operating expenses to non-affiliates.......      22,966        24,881
  Amortization of deferred organization costs.....        -              729
                                                   ------------  ------------
                                                       137,098       100,973
                                                   ------------  ------------
    Net income (loss)............................. $   (15,354)        1,161
                                                   ============  ============

Net income (loss) allocated to:
  General Partner.................................        (154)           12
  Limited Partners................................     (15,200)        1,149
                                                   ------------  ------------
    Net income (loss)............................. $   (15,354)        1,161
                                                   ============  ============

Net income (loss) allocated to the one
  General Partner Unit............................ $      (154)           12
                                                   ============  ============

Net income (loss) allocated to Limited Partners
  per weighted average Limited Partnership Units
  of 32,375.39 and 32,397.11 for the three months
  ended March 31, 1997 and 1996, respectively..... $      (.47)          .04
                                                   ============  ============




                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, 1997 and 1996
                                  (unaudited)




                                                       1997          1996
Cash flows from operating activities:                  ----          ----
  Net income (loss)............................... $   (15,354)        1,161
  Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
    Amortization of deferred organization costs...        -              729
    Changes in assets and liabilities:
      Accrued interest and other receivables......     (36,863)          762
      Deposits and other assets...................       1,549         1,279
      Accounts payable............................    (435,938)       10,989
      Accrued real estate taxes...................      18,485        20,848
      Due to Affiliates...........................      74,528        29,522
      Unearned income.............................      (8,168)       25,197
Net cash provided by (used in) operating           ------------  ------------
  activities......................................    (401,761)       90,487
                                                   ------------  ------------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...     738,002       250,000
  Additions to investment properties..............     (89,684)     (278,448)
Net cash provided by (used in) investing           ------------  ------------
  activities......................................     648,318       (28,448)
                                                   ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........      (4,900)         -
  Distributions paid..............................        (155)         (140)
                                                   ------------  ------------
Net cash used in financing activities.............      (5,055)         (140)
                                                   ------------  ------------
Net increase in cash and cash equivalents.........     241,502        61,899 
Cash and cash equivalents at beginning of period..     581,693       708,979
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   823,195       770,878
                                                   ============  ============











                See accompanying notes to financial statements.


                                      -5-



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

                         Notes to Financial Statements

                                March 31, 1997
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1996, which are
included  in  the  Partnership's  1996   Annual  Report,  as  certain  footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.

(1)  Organization and Basis of Accounting

InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by
the filing of a Certificate  of  Limited  Partnership under the Revised Uniform
Limited Partnership Act of the  State  of  Delaware.  On December 13, 1991, the
Partnership commenced an Offering of 60,000 Limited Partnership Units ("Units")
pursuant to a Registration under  the  Securities  Act of 1933. The Amended and
Restated  Agreement  of  Limited   Partnership  (the  "Partnership  Agreement")
provides for  Inland  Real  Estate  Investment  Corporation  to  be the General
Partner.  The Offering  terminated  on  August  23,  1993,  with total sales of
32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering
proceeds, not including the General Partner's capital contribution of $500. All
of the holders of  these  Units  have  been  admitted  to the Partnership.  The
Limited Partners of the Partnership will  share in their portion of benefits of
ownership of  the  Partnership's  real  property  investments  according to the
number of Units held. As of March 31, 1997, the Partnership has repurchased and
canceled a total of  27.174  Units  for  $26,675  from various Limited Partners
through the Units Repurchase Program.  Under this program, Limited Partners may
under certain circumstances have their Units repurchased for an amount equal to
their Invested Capital.

The preparation of financial  statements  in conformity with generally accepted
accounting principles requires  management  to  make  estimates and assumptions
that affect the reported amounts  of  assets  and liabilities and disclosure of
contingent assets and liabilities at  the  date of the financial statements and
the reported amounts of  revenues  and  expenses  during the reporting periods.
Actual results could differ from those estimates.

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

The Partnership  considers  all  highly  liquid  investments  purchased with an
original maturity of three months or less to be cash equivalents.

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







                                      -6-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1997
                                  (unaudited)


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

The Partnership adopted  Statement  of  Financial  Accounting Standards No. 121
"Accounting for the Impairment of  Long-Lived  Assets and for Long-Lived Assets
to be Disposed of" ("SFAS 121") as required in the first quarter of 1996.  SFAS
121 requires that the Partnership record  an impairment loss on its property to
be held for investment whenever  its  carrying  value cannot be fully recovered
through estimated undiscounted  future  cash  flows  from  their operations and
sale.  The  amount  of  the  impairment  loss  to  be  recognized  would be the
difference between the property's  carrying  value and the property's estimated
fair value.    The  adoption  of  SFAS  121  did  not  have  any  effect on the
Partnership's financial position, results of operations or liquidity.

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

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

In  the  opinion  of  management,  the  financial  statements  contain  all the
adjustments necessary, which  are  of  a  normal  recurring  nature, to present
fairly  the  financial  position  and  results  of  operations  for  the period
presented herein.  Results of interim periods are not necessarily indicative of
results to be expected for the year.


(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 $26,650 and $6,451 were  unpaid  as  of  March  31, 1997 and December 31,
1996, respectively.


                                      -7-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1997
                                  (unaudited)


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 $15,959 and
$15,959 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the three months ended March 31, 1997 and 1996, respectively, of
which $15,959 was unpaid as of March 31, 1997.

An Affiliate of the General  Partner  performed sales marketing and advertising
services for the Partnership and  was  reimbursed  (as set forth under terms of
the Partnership Agreement) for direct costs.  Such costs of $32,029 and $10,572
have been incurred and are included in marketing expenses to Affiliates for the
three months ended March 31, 1997  and 1996, respectively, of which $31,922 was
unpaid as of March 31, 1997.

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  $6,448  have been incurred for the three months
ended March 31, 1997 and are included in investment properties, of which $6,448
was unpaid as of March 31, 1997.

























                                      -8-



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

                                                     Notes to Financial Statements
                                                              (continued)
(3) Investment Properties
<CAPTION>
All of the Partnership's investment properties are located in  the collar counties surrounding the Chicago metropolitan area.  The
following real property investments are owned by the Partnership as of March 31, 1997:
                                                                                                            Total
                   Gross                           Initial Costs                 Costs                    Remaining     Current
                   Acres    Purchase/ --------------------------------------  Capitalized     Costs of     Costs of    Year Gain
Parcel Location: Purchased   Sales      Original   Acquisition     Total     Subsequent to    Property    Parcels at    On Sale
  #      County   /(Sold)     Date        Costs       Costs        Costs      Acquisition       Sold        3/31/97    Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ------------
  <S>  <C>       <C>       <C>          <C>            <C>        <C>            <C>           <C>         <C>               <C>
  1    Kendall   108.8960  07/22/92   $   707,566       57,926      765,492         74,754         -         840,246         -

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459      1,174,583      196,473    3,120,569         - 
                 (17.742)  08/02/95

  3    Will       34.0474  03/04/94     1,235,830       88,092    1,323,922         16,206         -       1,340,128         -

  4    Will       86.9195  03/30/94     1,778,820      143,817    1,922,637         79,059         -       2,001,696         -

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145         61,823         -         611,968         -

  6    DeKalb     59.0800  05/11/94       670,207       58,373      728,580        475,731         -       1,204,311         -

  7    Kendall   200.8210  07/28/94     1,506,158       82,999    1,589,157         19,723         -       1,608,880         -

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

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770        108,115         -       1,180,885         -

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

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

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

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221         15,114         -         666,335         -

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

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

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196         98,679         -       3,077,875         -

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644         98,140         -       1,959,784         -

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

  18   Kendall   386.9900  11/02/95       934,993      126,329    1,061,322             79         -       1,061,401         -
                                      ------------ ------------ ------------ -------------- ------------ ------------ ------------
                                      $24,285,539    1,660,450   25,945,989      2,278,876      417,551   27,804,284         -
                                      ============ ============ ============ ============== ============ ============ ============
</TABLE>

                                      -9-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1997
                                  (unaudited)


(3) Investment Properties (continued)

(a) Included in the purchase of Parcel 10 was a house and several outbuildings,
    located on approximately seven acres, which was sold on April 21, 1995.

(b) Reconciliation of real estate owned:
                                                       1997          1996
                                                       ----          ----
  Balance at January 1,........................... $27,714,600    26,130,416
  Additions to investment properties..............      89,684     1,584,184
                                                   ------------  ------------
  Balance at end of period........................ $27,804,284    27,714,600
                                                   ============  ============


(4) Farm Rental Income

The Partnership has determined that all leases relating to the farm parcels are
operating leases.  Accordingly, rental income is reported when earned.

As of March 31, 1997, the Partnership  had farm leases of generally one year in
duration, for approximately 2,834 acres of the approximately 3,278 acres owned.

























                                     -10-



Item 2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations

Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and  elsewhere in this quarterly report on
Form 10-Q constitute of "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, 1997,
the Partnership has had two sales transactions through which it has disposed of
the building and approximately twenty-five  acres of the 3,302 acres originally
owned.  As of March 31,  1997, cumulative distributions to the Limited Partners
have totaled  $646,629  (which  represents  a  return  of  Invested Capital, as
defined the Partnership Agreement).    Through  March 31, 1997, the Partnership
has  used  $2,278,876  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, 1997, the  Partnership owns, in whole or in part, all
eighteen of its original parcels,  the  majority  of  which are leased to local
farmers and are  generating  sufficient  cash  flow  from  farm leases to cover
property taxes and insurance.





                                     -11-



At March 31, 1997, the  Partnership  had cash, cash equivalents and investments
in marketable securities  of  $1,162,995,  of  which  approximately $165,300 is
reserved for the repurchase of Units  through the Unit Repurchase Program.  The
remaining $997,695 is  available,  upon  maturity,  to  be used for Partnership
expenses and liabilities, cash distributions  to partners, and other activities
with respect to some or  all  of  its  land  parcels.  The Partnership plans to
maximize its parcel sales effort in anticipation of rising land values.

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning, annexation  and land planning. The Partnership has
already been successful in, or is in the process of pre-development activity on
a majority of the  Partnership's  land  investments.  Parcel  2, annexed to the
village of McHenry and zoned for a business park, has improvements underway and
sites are being marketed to potential buyers.  Parcel 4, zoned for a variety of
business uses, has two  separate  contracts  pending the buyer's due diligence.
Parcel 6, annexed to the  village  of  DeKalb  and zoned for twenty-five large,
residential lots, has completed the road  into the subdivision and the lots are
being marketed to homebuilders  and  individuals.  Parcels  15 and 16 have been
annexed to the village  of  Huntley  and  zoned  for residential and commercial
development.

Results of Operations

As of March 31, 1997, the Partnership owned eighteen parcels of land consisting
of approximately 3,278 acres.  Of  the  3,278  acres owned, approximately 2,834
acres are tillable and leased  to  local  farmers and are generating sufficient
cash flow to cover property  taxes,  insurance and other miscellaneous property
expenses.  The increase in rental  income  for the three months ended March 31,
1997, as compared to the three months ended March 31, 1996, is due to an under-
accrual of rental income  for  the  three  months  ended  March  31, 1996.  The
increase in other income for the three months ended March 31, 1997, as compared
to the three months ended March  31,  1996, is due primarily to the Partnership
receiving a non-refundable deposit on  a  land  sale  which did not occur.  The
decrease in land  operating  expenses  to  non-affiliates  for the three months
ended March 31, 1997, as compared to  the three months ended March 31, 1996, is
due to decreases  in  real  estate  taxes  and  insurance.    This decrease was
partially offset by an increase in repair and maintenance expenses.

Interest income  decreased  for  the  three  months  ended  March  31, 1997, as
compared to the  three  months  ended  March  31,  1996,  due  primarily to the
Partnership utilizing  its  working  capital  reserve  to  fund pre-development
activity on its land parcels.

Professional services to Affiliates increased  for the three months ended March
31, 1997, as compared to  the  three  months  ended  March  31, 1996, due to an
increase in legal services  required  by  the  Partnership.   This increase was
partially  offset  by  a  decrease  in  accounting  services  required  by  the
Partnership.  Professional services  to  non-affiliates increased for the three
months ended March 30, 1997, as  compared  to  the three months ended March 31,
1996, due to increases in outside legal and other professional fees.







                                     -12-



General and  administrative  expenses  to  Affiliates  decreased  for the three
months ended March 31, 1997, as  compared  to  the three months ended March 31,
1996, due to a  decrease  in  investor  services  expenses.   This decrease was
partially offset by  an  increase  in  data  processing  expenses.  General and
administrative expenses to non-affiliates increased  for the three months ended
March 31, 1997, as compared to  the  three  months ended March 31, 1996, due to
increases in printing and postage expenses.  This increase was partially offset
by a decrease in the Illinois Replacement Tax paid in 1997.

Marketing expenses to Affiliates increased for the three months ended March 31,
1997, as compared to the three months ended March 31, 1996, due to increases in
expenses  relating  to  marketing   and   advertising  the  Partnership's  land
investments for sale.  Marketing  expenses  to non-affiliates increased for the
three months ended March 31, 1997, as  compared to the three months ended March
31, 1996, due to an  increase  in  advertising  and travel expenses relating to
marketing the land portfolio to prospective purchasers.







                          PART II - Other Information

Items 1 through 5 are omitted because  of the absence of conditions under which
they are required.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

         (27) Financial Data Schedule

     (b) Reports on Form 8-K:

         None




















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                                  SIGNATURES



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



                            INLAND CAPITAL FUND, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: May 14, 1997


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: May 14, 1997


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: May 14, 1997





















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