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

                                   FORM 10-Q


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

                 For the Quarterly Period Ended June 30, 1998

                                      or

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

For the transition period from                    to                   


                           Commission File #0-21606


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


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


       2901 Butterfield Road, Oak Brook, Illinois         60523
        (Address of principal executive office)         (Zip Code)


    Registrant's telephone number, including area code:  630-218-8000


                                   N/A                        
                (Former name, former address and former fiscal
                      year, if changed since last report)


Indicate by  check  mark  whether  the  registrant  (1)  has  filed all reports
required to be filed by Section 13  or  15(d) of the Securities Exchange Act of
1934 during the  preceding  12  months  (or  for  such  shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X  No   






                                      -1-



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

                                Balance Sheets

                      June 30, 1998 and December 31, 1997
                                  (unaudited)

                                    Assets
                                    ------

                                                       1998          1997
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $   599,520       304,452
  Investments in marketable securities (Note 1)...        -          174,800
  Accrued interest and other receivables..........      14,793         1,018
  Other current assets............................        -            2,632
                                                   ------------  ------------
Total current assets..............................     614,313       482,902

Other assets......................................     196,506       169,139
Investment properties and improvements, at cost
  (including acquisition fees paid to Affiliates
  of $1,404,942 and $1,409,967 at June 30, 1998
  and December 31, 1997, respectively) (Notes 1,
  3 and 4)........................................  28,308,587    28,301,315
                                                   ------------  ------------
Total assets...................................... $29,119,406    28,953,356
                                                   ============  ============


























                See accompanying notes to financial statements.


                                      -2-



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

                                Balance Sheets
                                  (continued)

                      June 30, 1998 and December 31, 1997
                                  (unaudited)

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


                                                       1998          1997
Current liabilities:                                   ----          ----
  Accounts payable................................ $    70,270         8,590
  Accrued real estate taxes.......................      92,461        73,097
  Due to Affiliates (Note 2)......................         359        10,343
  Unearned income.................................      15,048        20,802
                                                   ------------  ------------
Total current liabilities.........................     178,138       112,832
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      13,233        13,675
                                                   ------------  ------------
                                                        13,733        14,175
  Limited Partners:                                ------------  ------------
    Units of $1,000.  Authorized 60,000 Units,
    32,352.11 Units outstanding at June 30, 1998
    and December 31, 1997 (net of offering costs
    of $4,466,765, of which $3,488,574 was paid
    to Affiliates)................................  27,886,551    27,886,551
    Cumulative cash distributions.................  (1,646,334)   (1,646,334)
    Cumulative net income.........................   2,687,318     2,586,132
                                                   ------------  ------------
                                                    28,927,535    28,826,349
                                                   ------------  ------------
Total Partners' capital...........................  28,941,268    28,840,524
                                                   ------------  ------------
Total liabilities and Partners' capital........... $29,119,406    28,953,356 
                                                   ============  ============












                See accompanying notes to financial statements.

                                      -3-



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

                           Statements of Operations

           For the three and six months ended June 30, 1998 and 1997
                                  (unaudited)


                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               
                                       1998       1997       1998       1997
Income:                                ----       ----       ----       ----
  Sale of investment property (Notes
    1 and 3)....................... $ 311,621    129,176    311,621    129,176
  Rental income....................    73,776     68,670    146,284    146,506
  Interest income..................     8,700     13,112     14,811     29,020
  Other income.....................      -          -          -        28,000
                                    ---------- ---------- ---------- ----------
                                      394,097    210,958    472,716    332,702
                                    ---------- ---------- ---------- ----------
Expenses:
  Cost of investment property sold.   166,630     21,462    166,630     21,462
  Professional services to
    Affiliates.....................     6,250      5,727     12,591     19,574
  Professional services to
    non-affiliates.................     1,527     18,666     23,102     43,771
  General and administrative
    expenses to Affiliates.........     2,240      5,204     10,733     13,087
  General and administrative
    expenses to non-affiliates.....     6,043      4,411     15,312      9,686
  Marketing expenses to Affiliates.     8,666     17,702     13,129     49,731
  Marketing expenses to
    non-affiliates.................    18,560     20,980     24,352     35,014
  Land operating expenses to
    Affiliates.....................    15,861     15,955     31,723     31,914
  Land operating expenses to
    non-affiliates.................    52,155     15,692     74,400     38,658
                                    ---------- ---------- ---------- ----------
                                      277,932    125,799    371,972    262,897
                                    ---------- ---------- ---------- ----------
Net income......................... $ 116,165     85,159    100,744     69,805 
                                    ========== ========== ========== ==========










                See accompanying notes to financial statements.


                                      -4-



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

                           Statements of Operations
                                  (continued)

           For the three and six months ended June 30, 1998 and 1997
                                  (unaudited)


                                        Three months            Six months
                                           ended                  ended
                                          June 30,               June 30,
                                          --------               --------
                                       1998       1997       1998       1997
Net income allocated to:               ----       ----       ----       ----
  General Partner.................. $    (288)      (225)      (442)      (379)
  Limited Partners.................   116,453     85,384    101,186     70,184
                                    ---------- ---------- ---------- ----------

Net income......................... $ 116,165     85,159    100,744     69,805
                                    ========== ========== ========== ==========

Net loss allocated to the
  one General Partner Unit......... $    (288)      (225)      (442)      (379)
                                    ========== ========== ========== ==========

Net income per Unit, basic and
  diluted, allocated to Limited
  Partners per weighted average
  Limited Partnership Units
  (32,352.11 and 32,372.11 for the
  three months ended June 30, 1998
  and 1997, respectively and
  32,352.11 and 32,373.74 for the
  six months ended June 30, 1998
  and 1997, respectively).......... $    3.60       2.64       3.13       2.17
                                    ========== ========== ========== ==========


















                See accompanying notes to financial statements.


                                      -5-



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

                           Statements of Cash Flows

                For the six months ended June 30, 1998 and 1997
                                  (unaudited)




                                                       1998          1997
Cash flows from operating activities:                  ----          ----
  Net income...................................... $   100,744        69,805
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Gain on sale of land..........................    (144,991)     (107,714)
    Changes in assets and liabilities:
      Accrued interest and other receivables......     (13,775)      (10,135)
      Other current assets........................       2,632        (3,014)
      Accounts payable............................      61,680      (440,977)
      Accrued real estate taxes...................      19,364        (5,003)
      Due to Affiliates...........................      (9,984)        9,862
      Unearned income.............................      (5,754)       (8,120)
Net cash provided by (used in) operating           ------------  ------------
  activities......................................       9,916      (495,296)
                                                   ------------  ------------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...     174,800       903,002 
  Additions to investment properties..............    (173,902)     (417,428)
  Other assets....................................     (27,367)     (104,452)
  Proceeds from sale of investment properties.....     311,621       129,176
                                                   ------------  ------------
Net cash provided by investing activities.........     285,152       510,298
                                                   ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........        -           (4,900)
  Distributions paid..............................        -             (194)
                                                   ------------  ------------
Net cash used in financing activities.............        -           (5,094)
                                                   ------------  ------------
Net increase in cash and cash equivalents.........     295,068         9,908
Cash and cash equivalents at beginning of period..     304,452       581,693
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   599,520       591,601
                                                   ============  ============









                See accompanying notes to financial statements.


                                      -6-



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

                         Notes to Financial Statements

                                 June 30, 1998
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1997, which are
included  in  the  Partnership's  1997   Annual  Report,  as  certain  footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.

(1)  Organization and Basis of Accounting

InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by
the filing of a Certificate  of  Limited  Partnership under the Revised Uniform
Limited Partnership Act of the  State  of  Delaware.  On December 13, 1991, the
Partnership commenced an Offering of  60,000 Limited Partnership Units pursuant
to a Registration under the  Securities  Act  of 1933. The Amended and Restated
Agreement of Limited  Partnership  (the  "Partnership  Agreement") provides for
Inland Real Estate  Investment  Corporation  to  be  the  General Partner.  The
Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at
$1,000 per Unit,  resulting  in  $32,399,282  in  gross  offering proceeds, not
including the  General  Partner's  capital  contribution  of  $500.  All of the
holders of these Units  have  been  admitted  to  the Partnership.  The Limited
Partners of  the  Partnership  will  share  in  their  portion  of  benefits of
ownership of  the  Partnership's  real  property  investments  according to the
number of Units held. As of June  30, 1998, the Partnership has repurchased and
canceled a total  of  47.17  Units  for  $45,967  from various Limited Partners
through the Units Repurchase Program.  Under this program, Limited Partners may
under certain circumstances have their Units repurchased for an amount equal to
their Invested Capital.

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

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

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

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







                                      -7-



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1998
                                  (unaudited)


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

Statement of Financial Accounting Standards  No.  121 ("SFAS 121") requires the
Partnership to record  an  impairment  loss  on  its  property  to  be held for
investment whenever  its  carrying  value  cannot  be  fully  recovered through
estimated undiscounted future cash flows  from  their operations and sale.  The
amount of the impairment loss to  be recognized would be the difference between
the property's carrying value  and  the  property's  estimated fair value.  The
adoption of SFAS 121 did  not  have  any  effect on the Partnership's financial
position, results of operations  or  liquidity.      As  of  June 30, 1998, the
Partnership has not recognized any such impairment.

Statement of Financial Accounting  Standards  No.  128 "Earnings per Share" was
adopted by the Partnership for the  year  ended  December 31, 1997 and has been
applied to all prior  earnings  periods  presented in the financial statements.
The Partnership has no dilutive securities.

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

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

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







                                      -8-



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1998
                                  (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 $359 and $3,822 was unpaid  as  of  June  30, 1998 and December 31, 1997,
respectively.

The General Partner is entitled to  receive Asset Management Fees equal to one-
quarter of 1% of  the  original  cost  to  the  Partnership of undeveloped land
annually, limited to a cumulative total over  the life of the Partnership of 2%
of the land's original  cost  to  the  Partnership.    Such fees of $31,723 and
$31,914 have been incurred and paid and are included in land operating expenses
to Affiliates for the six months ended June 30, 1998 and 1997, respectively.

An Affiliate of the General  Partner  performed sales marketing and advertising
services for the Partnership and  was  reimbursed  (as set forth under terms of
the Partnership Agreement) for direct costs.  Such costs of $13,129 and $49,731
have been incurred and are included in marketing expenses to Affiliates for the
six months ended June 30, 1998  and  1997, respectively, of which $0 and $6,521
was unpaid as of June 30, 1998 and December 31, 1997, respectively.

An Affiliate of  the  General  Partner  performed  property upgrades, rezoning,
annexation and other activities  to  prepare the Partnership's land investments
for sale and  was  reimbursed  (as  set  forth  under  terms of the Partnership
Agreement) for salaries and direct costs.   The Affiliate did not take a profit
on any project.  Such costs are included in investment properties, all of which
have been paid as of June 30, 1998.


















                                      -9-



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

                                                     Notes to Financial Statements
                                                              (continued)
(3) Investment Properties
<CAPTION>
                                                                                                            Total
                   Gross                           Initial Costs                 Costs       Cumulative   Remaining     Current
                   Acres    Purchase/ --------------------------------------  Capitalized     Costs of     Costs of    Year Gain
Parcel Location: Purchased   Sales      Original   Acquisition     Total     Subsequent to    Property    Parcels at    On Sale
  #      County   /(Sold)     Date        Costs       Costs        Costs      Acquisition      Sold        6/30/98     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         80,036         -         845,528         -

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459      1,565,188      509,825    3,197,822       77,589
                 (17.7420) 08/02/95
                  (8.6806) Var 1997
                  (1.9290) Var 1998

  3    Will       34.0474  03/04/94     1,235,830       88,092    1,323,922         34,483         -       1,358,405         -

  4    Will       86.9195  03/30/94     1,778,820      143,817    1,922,637        330,330       70,411    2,182,556         -
                   (.8700) 06/07/97
                  (1.4350) 08/12/97

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145         66,804        6,655      610,294       56,765
                  (2.0600) 04/08/98

  6    DeKalb     59.0800  05/11/94       670,207       58,373      728,580        486,869      101,256    1,114,193       10,637
                  (4.9233) Var 1998

  7    Kendall   200.8210  07/28/94     1,506,158       82,999    1,589,157         23,858         -       1,613,015         -

  8    Kendall   133.0000  08/17/94     1,300,000      106,949    1,406,949          5,581         -       1,412,530         -

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770        110,814         -       1,183,584         -

  10   Kendall   223.7470  09/16/94     2,693,025      205,660    2,898,685         26,176         -       2,924,861         -

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          6,087         -       1,434,638         -

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221         51,777         -         702,998         -

  13   LaSalle   352.7390  10/06/94     1,032,666       91,117    1,123,783         22,723         -       1,146,506         -

  14   Kendall   134.7760  10/26/94     1,000,000       81,674    1,081,674          5,971         -       1,087,645         -

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196        228,999         -       3,208,195         -

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644        226,345         -       2,087,989         -

  17   LaSalle   236.4400  12/07/94     1,060,286       74,735    1,135,021            984         -       1,136,005         -

  18   Kendall   386.9900  11/02/95       934,993      126,329    1,061,322            501         -       1,061,823         -
                                      ------------ ------------ ------------ -------------- ------------ ------------ ------------
                                      $24,285,539    1,660,450   25,945,989      3,274,853      909,225   28,308,587      144,991
                                      ============ ============ ============ ============== ============ ============ ============

</TABLE>
                                                              -10-


                                     -10-



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

                         Notes to Financial Statements
                                  (continued)

                                 June 30, 1998
                                  (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:

                                                     June 30,    December 31,
                                                       1998          1997
                                                   ------------  ------------
  Balance at January 1,........................... $28,301,315    27,714,600
  Additions during period.........................     173,902       911,759
                                                   ------------  ------------
                                                    28,475,217    28,626,359
  Sales during period.............................     166,630       325,044
                                                   ------------  ------------
  Balance at end of period........................ $28,308,587    28,301,315 
                                                   ============  ============


(4) Farm Rental Income

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

As of June 30, 1998, the Partnership  had  farm leases of generally one year in
duration, for approximately 2,761 acres of the approximately 3,257 acres owned.


(5) Subsequent Events

On July 7, 1998, the Partnership  sold  the  remaining  acres of Parcel 6 to an
unaffiliated  third  party  for  $1,125,000.  As  a  result  of  the  sale, the
Partnership received a mortgage  note  receivable  of $1,125,000 and recorded a
deferred gain on sale of $7,889. The deferred gain  will be recognized over the
life  of  the  related  mortgage  loan  receivable  as  principal  payments are
received.  The  mortgage  note  receivable  accrues  interest  at 9% per annum,
requires a principal  paydown  of  $725,000  on  September  30,  1998 and has a
maturity date of July 7, 2001,  at  which  time all unpaid accrued interest and
principal is due.

On July 27, 1998, the Partnership sold  approximately ten acres of Parcel 13 to
an unaffiliated third party  for  $100,000.  The Partnership received net sales
proceeds of $99,650 and recorded a gain on sale of $67,147.



                                     -11-



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

Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and  elsewhere in this quarterly report on
Form 10-Q constitute  "forward-looking  statements"  within  the meaning of the
Federal Private Securities  Litigation  Reform  Act  of  1995.   These forward-
looking statements involve  known  and  unknown  risks, uncertainties and other
factors which  may  cause  the  Partnership's  actual  results, performance, or
achievements to be materially  different  from any future results, performance,
or achievements  expressed  or  implied  by  these  forward-looking statements.
These factors include, among other things, federal, state or local regulations;
adverse changes in general economic  or local conditions; inability of borrower
to meet financial  obligations;  uninsured  losses;  and potential conflicts of
interest between the  Partnership  and  its  Affiliates,  including the General
Partner.

Liquidity and Capital Resources

On December 13, 1991, the  Partnership  commenced an Offering of 60,000 Limited
Partnership Units ("Units")  at  $1,000  per  Unit,  pursuant to a Registration
Statement  on  Form  S-11  under  the  Securities  Act  of  1933.  The Offering
terminated on August 23, 1993, with  total  sales of 32,399.28 Units, at $1,000
per Unit, resulting in  $32,399,282  in  gross offering proceeds, not including
the General Partner's capital contribution of $500. All of the holders of these
Units have been admitted  to  the  Partnership.    The  Limited Partners of the
Partnership will  share  in  their  portion  of  benefits  of  ownership of the
Partnership's real property investments according to the number of Units held.

The Partnership used $25,945,989 of gross  offering proceeds to purchase, on an
all-cash basis, eighteen parcels of  land  and one building.  These investments
include the payment of  the  purchase  price,  acquisition fees and acquisition
costs of such properties.  One  of  the  parcels was purchased during 1992, one
during 1993, fifteen during 1994 and one during 1995.  As of June 30, 1998, the
Partnership has had multiple sales  transactions  through which it has disposed
of  the  building  and  approximately  forty-five  acres  of  the  3,302  acres
originally owned.  As of June 30, 1998, cumulative distributions to the Limited
Partners  have  totaled  $1,646,334  (which  represents  a  return  of Invested
Capital, as defined the  Partnership  Agreement).    Through June 30, 1998, the
Partnership has used $3,274,853  of  working  capital  reserve for rezoning and
other activities and such amount is included in investment properties.

The Partnership's capital needs and resources will vary depending upon a number
of factors, including the extent to which the Partnership conducts rezoning and
other  activities  relating  to  utility  access,  the  installation  of roads,
subdivision and/or annexation of land to a municipality, changes in real estate
taxes affecting the Partnership's land, and the amount of revenue received from
leasing.  As of June 30, 1998,  the  Partnership owns, in whole or in part, all
eighteen of its original parcels,  the  majority  of  which are leased to local
farmers and are  generating  sufficient  cash  flow  from  farm leases to cover
property taxes and insurance.






                                     -12-



At June 30, 1998, the Partnership had cash, cash equivalents and investments in
marketable securities of $599,520, of  which approximately $157,200 is reserved
for the repurchase of Units through the Unit Repurchase Program.  The remaining
$442,320 is available, upon maturity,  to  be used for Partnership expenses and
liabilities, cash distributions to partners,  and other activities with respect
to some or all of  its  land  parcels.    The Partnership plans to maximize its
parcel sales effort in anticipation of rising land values.

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning, annexation  and land planning. The Partnership has
already been successful in, or is in the process of pre-development activity on
a majority of the  Partnership's  land  investments.  Parcel  2, annexed to the
village of McHenry and zoned for a business park, has one phase of improvements
complete and sites are being marketed  to  potential buyers, of which eleven of
the 190 lots were sold  as  of  June  30,  1998.  (See  Note  3 of the Notes to
Financial Statements.)  Parcel 4,  zoned  for  a  variety of business uses, has
improvements underway and  sites  are  being  marketed  to potential buyers, of
which one site consisting of .87  acres  was  sold  to a hotel chain on June 6,
1997 and another site consisting of  1.435  acres was sold to a combination gas
station/convenient store on  August  12,  1997.  (See  Note  3  of the Notes to
Financial Statements.) Parcel 6, annexed to the village of DeKalb and zoned for
large, residential lots, has completed  the  road  into the subdivision and the
lots are being marketed to  homebuilders  and  individuals, of which two of the
twenty-four lots were sold as of  June  30,  1998.  (See Note 3 of the Notes to
Financial Statements.)  Parcels 15 and  16  have been annexed to the village of
Huntley and zoned for residential and commercial development.

Results of Operations

As of June 30, 1998, the  Partnership owned eighteen parcels of land consisting
of approximately 3,257 acres.  Of  the  3,257  acres owned, approximately 2,761
acres are tillable and leased  to  local  farmers and are generating sufficient
cash flow to cover property  taxes,  insurance and other miscellaneous property
expenses.

The sale of investment property income and the cost of investment property sold
recorded for the six months ended June 30, 1998 is the result of two additional
lots sales at Parcel 2, two  lots  sales  at  Parcel  6 and an easement sale on
Parcel 5. (See Note 3 of the Notes to Financial Statements.)

Interest income decreased for the three and  six months ended June 30, 1998, as
compared to the three and six months  ended June 30, 1997, due primarily to the
Partnership utilizing  its  working  capital  reserve  to  fund pre-development
activity on its land parcels.

The other income recorded for the  six  months ended June 30, 1997 is primarily
the result of the Partnership receiving a non-refundable deposit on a land sale
which did not occur.  

Professional services to Affiliates decreased for the six months ended June 30,
1998, as compared to the six  months  ended  June  30, 1997, due primarily to a
decrease in legal services  required  by the Partnership. Professional services
to non-affiliates decreased for the three  and  six months ended June 30, 1998,
as compared to the three and six months  ended June 30, 1997, due to a decrease
in legal  services.  This  decrease  was  partially  offset  by  an increase in
accounting fees.


                                     -13-



General and administrative expenses to  Affiliates  decreased for the three and
six months ended June 30, 1998, as  compared  to the three and six months ended
June 30,  1997,  due  primarily  to  decreases  in  investor services expenses.
General and administrative expenses  to  non-affiliates increased for the three
and six months ended June 30,  1998,  as  compared  to the three and six months
ended June 30, 1997, due primarily  to  an increase in the Illinois Replacement
tax.

Marketing expenses to Affiliates decreased  for  the three and six months ended
June 30, 1998, as compared to the three and six months ended June 30, 1997, due
to the identification of such costs  which are specific to a particular parcel,
and accordingly, have been capitalized and are included in investments in land.
Marketing expenses to non-affiliates  decreased  for  the  three and six months
ended June 30, 1998, as compared  to  the  three  and six months ended June 30,
1997, due  to  a  decrease  in  advertising  and  travel  expenses  relating to
marketing the land portfolio to prospective purchasers.

Land operating expenses  to  non-affiliates  increased  for  the  three and six
months ended June 30, 1998, as compared  to the three and six months ended June
30, 1997, due to increases in real estate taxes.





Year 2000 Compliance

The  Partnership  has  reviewed  its  current  computer  systems  and  does not
anticipate any future problems relating to the year 2000.



                          PART II - Other Information

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

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

         (27) Financial Data Schedule

     (b) Reports on Form 8-K:

         None











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                                  SIGNATURES



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



                            INLAND CAPITAL FUND, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: August 11, 1998


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: August 11, 1998


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: August 11, 1998





















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