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 September 30, 1996

                                    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

                   September 30, 1996 and December 31, 1995
                                  (unaudited)

                                    Assets
                                    ------

                                                        1996          1995
Current assets:
  Cash and cash equivalents (Note 1).............. $ 1,092,492       708,979
  Investments in marketable securities (Note 1)...   1,000,000     2,000,000
  Accrued interest and other receivables..........      85,350        41,062
  Deposits and other assets.......................       4,285         1,279
                                                   ------------  ------------
    Total current assets..........................   2,182,127     2,751,320
                                                   ------------  ------------
Investment properties and improvements
  (including acquisition fees paid to
  Affiliates of $1,418,902) (Notes 3 and 4).......  26,741,539    26,130,416

Deferred organization costs (net of accumulated
  amortization of $14,416 and $12,229 at September
  30, 1996 and December 31, 1995, respectively)
  (Note 1)........................................         165         2,352
                                                   ------------  ------------
Total assets...................................... $28,923,831    28,884,088
                                                   ============  ============
























                See accompanying notes to financial statements.


                                    -2-



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

                                Balance Sheets
                                  (continued)

                   September 30, 1996 and December 31, 1995
                                  (unaudited)

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


                                                       1996          1995
                                                       ----          ----
Current liabilities:
  Accounts payable................................ $    32,309        29,277
  Accrued real estate taxes.......................      54,623        77,815
  Due to Affiliates (Note 2)......................      63,349        26,531
  Unearned income.................................       4,294        27,431
                                                   ------------  ------------
    Total current liabilities.....................     154,575       161,054
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................      12,757        12,097
                                                   ------------  ------------
                                                        13,257        12,597
                                                   ------------  ------------
  Limited Partners:
    Units of $1,000.  Authorized 60,000 Units,
    32,377.11 and 32,397.11 Units outstanding at
    September 30, 1996 and December 31, 1995,
    respectively (net of offering costs of
    $4,466,765, of which $3,488,574 was paid to
    Affiliates)...................................  27,910,743    27,930,343
    Cumulative cash distributions.................    (646,474)     (646,334)
    Cumulative net income.........................   1,491,730     1,426,428
                                                   ------------  ------------
                                                    28,755,999    28,710,437
                                                   ------------  ------------
    Total Partners' capital.......................  28,769,256    28,723,034
                                                   ------------  ------------
Total liabilities and Partners' capital........... $28,923,831    28,884,088
                                                   ============  ============









                See accompanying notes to financial statements.

                                    -3-



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

                           Statements of Operations

        For the three and nine months ended September 30, 1996 and 1995
                                  (unaudited)


                                        Three months            Nine months
                                           ended                  ended
                                        September 30,          September 30,
                                        -------------          -------------
                                       1996       1995       1996        1995
                                       ----       ----       ----        ----
Income:
  Sale of investment property
    (Notes 1 and 3)................ $    -       360,822       -       646,334
  Interest income..................    28,905     60,418     95,970    168,788
  Rental income....................    74,765     65,052    216,227    179,631
                                    ---------- ---------- ---------- ----------
                                      103,670    486,292    312,197    994,753
                                    ---------- ---------- ---------- ----------
Expenses:
  Cost of investment property sold.      -       196,473       -       417,551
  Professional services to
    Affiliates.....................    10,702      9,032     23,706     25,637
  Professional services to
    non-affiliates.................       427        665     26,647     22,336
  General and administrative
    expenses to Affiliates.........    11,007      7,450     26,172     22,264
  General and administrative
    expenses to non-affiliates.....     2,141      2,653     10,742     11,412
  Marketing expenses to Affiliates.     3,888     14,320     16,659     35,669
  Marketing expenses to
    non-affiliates.................    22,136      2,041     32,433      9,437
  Land operating expenses to
    Affiliates.....................    15,958     15,334     47,876     46,301
  Land operating expenses to
    non-affiliates.................    22,701     17,652     59,813     61,407
  Depreciation.....................      -          -          -         1,653
  Amortization of deferred
    organization costs.............       728        728      2,187      2,186
                                    ---------- ---------- ---------- ----------
                                       89,688    266,348    246,235    655,853
                                    ---------- ---------- ---------- ----------
Net income......................... $  13,982    219,944     65,962    338,900
                                    ========== ========== ========== ==========







                See accompanying notes to financial statements.


                                    -4-



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

                           Statements of Operations
                                  (continued)

        For the three and nine months ended September 30, 1996 and 1995
                                  (unaudited)


                                        Three months           Nine months
                                           ended                  ended
                                        September 30,         September 30,
                                        -------------         -------------
                                       1996       1995       1996        1995
                                       ----       ----       ----        ----
Net income allocated to:
  General Partner.................. $     140        556        660      1,101
  Limited Partners.................    13,842    219,388     65,302    337,799
                                    ---------- ---------- ---------- ----------
    Net income..................... $  13,982    219,944     65,962    338,900
                                    ========== ========== ========== ==========

Net income allocated to the one
  General Partner Unit............. $     140        556        660      1,101
                                    ========== ========== ========== ==========

Net income allocated to Limited 
  Partners per weighted average
  Limited Partnership Units (32,384
  and 32,397 for the three months
  ended September 30, 1996 and 1995,
  and 32,393 and 32,397 for the nine
  months ended September 30, 1996
  and 1995, respectively)..........  $    .43       6.77       2.02      10.43
                                    ========== ========== ========== ==========



















                See accompanying notes to financial statements.


                                    -5-



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

                           Statements of Cash Flows

             For the nine months ended September 30, 1996 and 1995
                                  (unaudited)




                                                       1996           1995
                                                       ----           ----
Cash flows from operating activities:
  Net income...................................... $    65,962       338,900
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Amortization of deferred organization costs...       2,187         2,186
    Depreciation..................................        -            1,653
    Gain on sale of investment property...........        -         (228,783)
    Changes in assets and liabilities:
      Accrued interest and other receivables......     (44,288)      (60,154)
      Deposits and other assets...................      (3,006)      (16,225)
      Accounts payable............................       3,032        (1,569)
      Accrued real estate taxes...................     (23,192)      (12,510)
      Due to Affiliates...........................      36,818         4,565
      Unearned income.............................     (23,137)       (9,009)
                                                   ------------  ------------
Net cash provided by operating activities.........      14,376        19,054
                                                   ------------  ------------
Cash flows from investing activities:
  Sale (purchase) of marketable securities, net...   1,000,000      (500,000)
  Purchase of and additions to land and building..    (611,123)     (792,338)
  Proceeds from sale of land and building.........        -          646,334
                                                   ------------  ------------
Net cash provided by (used in) investing
  activities......................................     388,877      (646,004)
                                                   ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership Units.........     (19,600)         -
  Cash distributions..............................        (140)     (644,658)
                                                   ------------  ------------
Net cash used in financing activities.............     (19,740)     (644,658)
                                                   ------------  ------------
Net increase (decrease) in cash and cash
  equivalents.....................................     383,513    (1,271,608)
Cash and cash equivalents at beginning of period..     708,979     2,722,009
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $ 1,092,492     1,450,401
                                                   ============  ============





                See accompanying notes to financial statements.


                                    -6-



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

                         Notes to Financial Statements

                              September 30, 1996
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1995, which are
included  in  the  Partnership's  1995   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.  On August
23, 1993, the Partnership terminated its Offering of Units. Subscriptions for a
total of 32,399.28 Units have been received  from the public 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.    As  of September 30, 1996, the Partnership
has repurchased a  total  of  22.174  Units  for  $21,775  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.

Deferred organization costs are  amortized  over  a  60-month period.  Offering
costs have been offset against the Limited Partners' capital accounts.

The Partnership  considers  all  highly  liquid  investments  purchased  with a
maturity of three months or  less  to  be  cash  equivalents and are carried at
cost, which approximates fair value  because  of the relative short maturity of
these instruments.

Investments purchased with a maturity of three months or more are considered to
be  investments  in  marketable  securities  and  are  carried  at  cost, which
approximates fair value.





                                    -7-



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

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1996
                                  (unaudited)


Investment properties held  by  the  Partnership  are  carried  at the lower of
aggregate cost or net realizable  value.  Periodically, the Partnership reviews
the portfolio and if the parcels suffer  an impairment in value which is deemed
to be  other  than  temporary,  the  parcels  would  be  reduced  to  their net
realizable value.  Through September 30, 1996, there were no such impairments.

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.

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

Statement of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived Assets to Be Disposed Of" was issued in March 1995 and
is  effective  for  fiscal  years  beginning  after  December  15,  1995.  This
pronouncement is not  expected  to  have  a  material  effect  on the financial
position or results of operations of the Partnership when adopted in 1996.

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 to Affiliates and  general and administrative expenses to
Affiliates, of which $15,817 and $6,417 was unpaid as of September 30, 1996 and
December 31, 1995, respectively.









                                    -8-



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

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1996
                                  (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 $47,876 and
$46,301 have been  incurred  and  are  included  in  land operating expenses to
Affiliates for the nine months ended September 30, 1996 and 1995, respectively,
of which $15,959 and $15,738 was  unpaid  as of September 30, 1996 and December
31, 1995, respectively.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services for the  Partnership's  land  investments  and  was reimbursed (as set
forth under terms of the Partnership  Agreement)  for direct costs.  Such costs
of $16,659  and  $35,669  have  been  incurred  and  are  included in marketing
expenses to Affiliates for the nine  months  ended September 30, 1996 and 1995,
respectively, of which $3,889 and  $4,376  was  unpaid as of September 30, 1996
and December 31, 1995, 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 fees  of  $39,351  and $10,583 have been incurred for the
nine months ended September 30,  1996  and 1995, respectively, and are included
in investment properties, of which  $27,684  and  $0 was unpaid as of September
30, 1996 and December 31, 1995, respectively.

Through the Partnership's participation  in  an  insurance program, claims from
the Partnership's properties,  as  well  as  properties  owned by other limited
partnerships syndicated by  Affiliates,  were  managed  through  a loss reserve
trust.  For the nine months ended  September 30, 1996 and 1995, the Partnership
paid $4,923 and $1,108, respectively,  to  the  loss reserve trust for the land
parcels.















                                    -9-



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

                         Notes to Financial Statements
                                  (continued)
(3) Investment Properties

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 September 30,
1996:
                   Gross
                   Acres    Purchase/              Initial Costs           
Parcel Location: Purchased   Sales      Original   Acquisition     Total
  #      County   /(Sold)     Date        Costs       Costs        Costs   

  1    Kendall   108.8960  07/22/92   $   707,566       57,926      765,492

  2    McHenry   201.0000  11/09/93     2,020,314      122,145    2,142,459
                 (17.742)  08/02/95

  3    Will       34.0474  03/04/94     1,235,830       88,092    1,323,922

  4    Will       86.9195  03/30/94     1,778,820      143,817    1,922,637

  5    LaSalle   190.9600  04/01/94       532,000       18,145      550,145

  6    DeKalb     59.0800  05/11/94       670,207       58,373      728,580

  7    Kendall   200.8210  07/28/94     1,506,158       82,999    1,589,157

  8    Kendall   133.0000  08/17/94     1,300,000      106,949    1,406,949

  9    LaSalle   335.9600  08/30/94       993,441       79,329    1,072,770

  10   Kendall   223.7470  09/16/94     2,693,025      205,660    2,898,685

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

  11   Kane      123.0000  09/26/94     1,353,000       75,551    1,428,551

  12   Kendall   110.2530  09/28/94       600,001       51,220      651,221

  13   LaSalle   352.7390  10/06/94     1,032,666       91,117    1,123,783

  14   Kendall   134.7760  10/26/94     1,000,000       81,674    1,081,674

  15   McHenry   169.5400  10/31/94     2,900,000       79,196    2,979,196

  16   McHenry   207.0754  11/30/94     1,760,256      101,388    1,861,644

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

  18   Kendall   386.9900  11/02/95       934,993      126,329    1,061,322
                                      ------------ ------------ ------------
                                      $24,285,539    1,660,450   25,945,989
                                      ============ ============ ============

                                         Total
         Costs                         Remaining     Current
        Capitalized       Costs of      Costs of    Year Gain
Parcel Subsequent to      Property     Parcels at    On Sale
  #     Acquisition         Sold         9/30/96    Recognized 

  1    $      72,372           -          837,864         -

  2          220,565        196,473     2,166,551         - 

  3           11,110           -        1,335,032         -

  4           53,054           -        1,975,691         -

  5           61,252           -          611,397         -

  6          472,676           -        1,201,256         -

  7           19,046           -        1,608,203         -

  8            2,896           -        1,409,845         -

  9           94,208           -        1,166,978         -

  10          21,499           -        2,920,184         -

10A(a)         1,327        221,078          -            -

  11           3,997           -        1,432,548         -

  12          10,652           -          661,873         -

  13          20,252           -        1,144,035         -

  14           4,439           -        1,086,113         -

  15          73,524           -        3,052,720         -

  16          73,018           -        1,934,662         -

  17             244           -        1,135,265         -

  18            -              -        1,061,322         -
       --------------   ------------  ------------ ------------
           1,216,131        417,551    26,741,539         -
       ==============   ============  ============ ============


                                   -10-



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

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1996
                                  (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:
                                                       1996          1995
                                                       ----          ----
  Balance at January 1,........................... $26,130,416    25,033,665
  Additions during period:
  Acquisitions....................................        -        1,061,322
  Improvements....................................     611,123       456,010
                                                   ------------  ------------
                                                    26,741,539    26,550,997
  Sales during period.............................        -          420,581
                                                   ------------  ------------
  Balance at end of period........................ $26,741,539    26,130,416
                                                   ============  ============

(c) Reconciliation of accumulated depreciation:

                                                       1996          1995
                                                       ----          ----
  Balance at January 1,...........................        -            1,377
  Depreciation expenses...........................        -            1,653
  Sales during period.............................        -           (3,030)
                                                   ------------  ------------
  Balance at end of period........................ $      -             -
                                                   ============  ============


(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 September 30, 1996, the Partnership had farm leases of generally one year
in duration, for approximately  2,873  acres  of  the approximately 3,278 acres
owned.







                                   -11-



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


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.  On August 23, 1993,
the Partnership terminated its Offering of Units.  Subscriptions for a total of
32,399.28 Units have been received from the public 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.  Inland  Real Estate Investment Corporation is the
General Partner.  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 September 30,
1996, 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  September  30,  1996, cumulative distributions to the
Limited Partners have totaled $646,474  (which  represents a return of Invested
Capital, as defined the  Partnership  Agreement).   Through September 30, 1996,
the Partnership has used $1,216,131 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 September 30, 1996,  the Partnership owns, in whole or in part,
all eighteen of its original parcels, all  of which are leased to local farmers
and are generating sufficient  cash  flow  from  farm  leases to cover property
taxes and insurance.

At  September  30,  1996,  the  Partnership  had  cash,  cash  equivalents  and
investments in  marketable  securities  of  $2,092,492,  of which approximately
$166,000 is reserved for the  repurchase  of  Units through the Unit Repurchase
Program.  The remaining $1,926,492 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.








                                   -12-



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 September  30,  1996,  the  Partnership  owned  eighteen  parcels of land
consisting of 3,278 acres. Of the  3,278 acres owned, approximately 2,873 acres
are tillable and leased  to  local  farmers  and are generating sufficient cash
flow to cover property taxes, insurance  and other miscellaneous expenses.  The
sale of investment property  income  and  the  cost of investment property sold
recorded for the three and nine months  ended September 30, 1995 is a result of
the sale of the house and  outbuildings located on approximately seven acres of
Parcel 10 on April 21, 1995 and the  sale of 17.742 acres of Parcel 2 on August
2, 1995.  The increase in  rental  income  for  the three and nine months ended
September 30, 1996, as compared  to  the  three and nine months ended September
30, 1995, is due to  the  annual  increase  in  lease amounts from tenants. The
increase in land operating expenses to Affiliates for the three and nine months
ended September 30,  1996,  as  compared  to  the  three  and nine months ended
September 30, 1995, is  due  to  the  Partnership  purchasing its final parcel,
Parcel 18, in November 1995.  The  decrease  in land operating expenses to non-
affiliates for the nine months  ended  September  30,  1996, as compared to the
nine months ended September 30, 1995, is due to decreases in real estate taxes.
This decrease was partially offset  by  an  increase in insurance expenses. The
decrease in depreciation expense for the  nine months ended September 30, 1996,
as compared to the nine months ended September  30, 1995, is due to the sale of
the house and outbuildings located on Parcel 10 during April 1995.

Interest income decreased for  the  three  and  nine months ended September 30,
1996, as compared to the three and nine months ended September 30, 1995, due to
the Partnership using the  remaining  available  capital  to purchase its final
parcel, Parcel 18, in November 1995.  The Partnership completed the purchase of
its land portfolio in 1995, and anticipates that income in future years will be
earned from leasing the  land  and  sales  of investment properties rather than
income from short-term investments.

Professional  services  to  Affiliates  decreased  for  the  nine  months ended
September 30, 1996, as compared  to  the  nine months ended September 30, 1995,
due  to  a  decrease  in  accounting  services  required  by  the  Partnership.
Professional services to  non-affiliates  increased  for  the nine months ended
September 30, 1996, as compared  to  the  nine months ended September 30, 1995,
due to increases in outside legal and other professional fees.






                                   -13-



General and administrative expenses to  Affiliates  increased for the three and
nine months ended September 30, 1996, as  compared to the three and nine months
ended September 30, 1995, due  primarily  to increases in supplies and investor
services expenses.

Marketing expenses to Affiliates decreased for  the three and nine months ended
September 30, 1996, as compared  to  the  three and nine months ended September
30, 1995, due to a decrease  in  expenses relating to marketing and advertising
the  Partnership's  land  investments.  Marketing  expenses  to  non-affiliates
increased for the three and nine  months  ended September 30, 1996, as compared
to the three and nine months  ended  September 30, 1995, due to 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: November 13, 1996


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: November 13, 1996


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: November 13, 1996





















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