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, 2001

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 ___

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 2001 and December 31, 2000
(unaudited)Assets

|                                                                                                                                                                                     |   | 2001       | 2000      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | ----------
|Current assets:                                                                                                                                                                      |   |            |           
|Cash and cash equivalents                                                                                                                                                            | $ | 1,828,026  | 734,794   
|Accrued interest and other receivables (net of allowance for doubtful     accounts of $116,744 at March 31, 2001)                                                                    |   | 17,068     | 120,236   
|Other current assets                                                                                                                                                                 |   | 15,866     | 2,029     
|                                                                                                                                                                                     |   |            |           
|Total current assets                                                                                                                                                                 |   | 1,850,960  | 857,059   
|                                                                                                                                                                                     |   |            |           
|Other assets                                                                                                                                                                         |   | 23,074     | 3,074     
|Mortgage loan receivable (net of allowance for doubtful accounts of   $255,522 at March 31, 2001) (Note 5)                                                                           |   | 124,199    | 400,000   
|Investment properties and improvements (including acquisition fees paid   to Affiliates of $969,608 and $1,002,170 at March 31, 2001 and   December 31, 2000, respectively) (Note 3) |   | 20,894,651 | 21,421,417
|                                                                                                                                                                                     |   |            |           
|Total assets                                                                                                                                                                         | $ | 22,902,884 | 22,681,550



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2001 and December 31, 2000
(unaudited)Liabilities and Partners' Capital

|                                                                                                                                                                                                   |   | 2001         | 2000        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|Current liabilities:                                                                                                                                                                               |   |              |             
|Accounts payable                                                                                                                                                                                   | $ | 20,351       | 338         
|Accrued real estate taxes                                                                                                                                                                          |   | 68,089       | 53,932      
|Due to Affiliates (Note 2)                                                                                                                                                                         |   | 3,428        | 14,687      
|Unearned income                                                                                                                                                                                    |   | 51,487       | 66,000      
|                                                                                                                                                                                                   |   |              |             
|Total current liabilities                                                                                                                                                                          |   | 143,355      | 134,957     
|                                                                                                                                                                                                   |   |              |             
|Deferred gain on sale (Note 5)                                                                                                                                                                     |   | -            | 2,805       
|                                                                                                                                                                                                   |   |              |             
|Partners' capital:                                                                                                                                                                                 |   |              |             
|General Partner:                                                                                                                                                                                   |   |              |             
|Capital contribution                                                                                                                                                                               |   | 500          | 500         
|Cumulative cash distributions                                                                                                                                                                      |   | (470,240)    | (470,240)   
|Cumulative net income                                                                                                                                                                              |   | 482,873      | 486,176     
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 13,133       | 16,436      
|                                                                                                                                                                                                   |   |              |             
|Limited Partners:                                                                                                                                                                                  |   |              |             
|Units of $1,000. Authorized 60,000 Units, 32,337 outstanding at       March 31, 2001 and December 31, 2000 (net of offering costs of       $4,466,765, of
which $3,488,574 was paid to Affiliates) |   | 27,876,265   | 27,876,265  
|Cumulative cash distributions                                                                                                                                                                      |   | (13,208,504) | (13,208,504)
|Cumulative net income                                                                                                                                                                              |   | 8,078,635    | 7,859,591   
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 22,746,396   | 22,527,352  
|                                                                                                                                                                                                   |   |              |             
|Total Partners' capital                                                                                                                                                                            |   | 22,759,529   | 22,543,788  
|                                                                                                                                                                                                   |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                            | $ | 22,902,884   | 22,681,550  



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 2001 and 2000
(unaudited)

|                                                                                                                                                                                                                        |   | 2001      | 2000    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | --------
|Income:                                                                                                                                                                                                                 |   |           |         
|Sale of investment properties (Notes 1 and 3)                                                                                                                                                                           | $ | 1,158,142 | -       
|Recognition of deferred gain on sale of investments in land and     improvements                                                                                                                                        |   | 142       | -       
|Rental income                                                                                                                                                                                                           |   | 73,168    | 71,251  
|Interest income                                                                                                                                                                                                         |   | 9,731     | 11,747  
|Other income                                                                                                                                                                                                            |   | 66,000    | -       
|                                                                                                                                                                                                                        |   |           |         
|                                                                                                                                                                                                                        |   | 1,307,183 | 82,998  
|Expenses:                                                                                                                                                                                                               |   |           |         
|Cost of investment properties sold                                                                                                                                                                                      |   | 612,259   | -       
|Professional services to Affiliates                                                                                                                                                                                     |   | 12,057    | 8,547   
|Professional services to non-affiliates                                                                                                                                                                                 |   | 21,123    | 25,335  
|General and administrative expenses to Affiliates                                                                                                                                                                       |   | 7,242     | 7,759   
|General and administrative expenses to non-affiliates                                                                                                                                                                   |   | 16,612    | 19,922  
|Marketing expenses to Affiliates                                                                                                                                                                                        |   | 3,915     | 2,228   
|Marketing expenses to non-affiliates                                                                                                                                                                                    |   | 7,091     | 7,532   
|Land operating expenses to Affiliates                                                                                                                                                                                   |   | 11,712    | 12,605  
|Land operating expenses to non-affiliates                                                                                                                                                                               |   | 29,828    | 15,491  
|Bad debt expense                                                                                                                                                                                                        |   | 369,603   | -       
|                                                                                                                                                                                                                        |   |           |         
|                                                                                                                                                                                                                        |   | 1,091,442 | 99,419  
|                                                                                                                                                                                                                        |   |           |         
|Net income (loss)                                                                                                                                                                                                       | $ | 215,741   | (16,421)
|                                                                                                                                                                                                                        |   |           |         
|Net income (loss) allocated to:                                                                                                                                                                                         |   |           |         
|General Partner                                                                                                                                                                                                         | $ | (3,303)   | (164)   
|Limited Partners                                                                                                                                                                                                        |   | 219,044   | (16,257)
|                                                                                                                                                                                                                        |   |           |         
|Net income (loss)                                                                                                                                                                                                       | $ | 215,741   | (16,421)
|                                                                                                                                                                                                                        |   |           |         
|Net loss per the one General Partner Unit                                                                                                                                                                               | $ | (3,303)   | (164)   
|                                                                                                                                                                                                                        |   |           |         
|Net income (loss) per Unit, basic and diluted, allocated to Limited   Partners per weighted average Limited Partnership Units (32,337   and 32,349 for the three months ended March 31, 2001 and 2000,   
respectively) | $ | 6.77      | (.50)   
|                                                                                                                                                                                                                        |   |           |         

See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 2001 and 2000
(unaudited)

|                                                                                        |   | 2001      | 2000    
|--------------------------------------------------------------------------------------- | - | --------- | --------
|Cash flows from operating activities:                                                   |   |           |         
|Net income                                                                              | $ | 215,741   | (16,421)
|Adjustments to reconcile net income to net cash provided by       operating activities: |   |           |         
|Gain on sale of investment properties                                                   |   | (545,883) | -       
|Recognition of deferred gain                                                            |   | (142)     |         
|Bad debt expense                                                                        |   | 369,603   | -       
|Changes in assets and liabilities:                                                      |   |           |         
|Accrued interest and other receivables                                                  |   | (13,576)  | (12,704)
|Other current assets                                                                    |   | (13,837)  | 1,058   
|Accounts payable                                                                        |   | 20,013    | (37,974)
|Accrued real estate taxes                                                               |   | 14,157    | 14,302  
|Due to Affiliates                                                                       |   | (11,259)  | 20,822  
|Unearned income                                                                         |   | (14,513)  | 51,056  
|                                                                                        |   |           |         
|Net cash provided by operating activities                                               |   | 20,304    | 20,139  
|                                                                                        |   |           |         
|Cash flows from investing activities:                                                   |   |           |         
|Additions to investment properties                                                      |   | (85,493)  | (72,713)
|Other assets                                                                            |   | (20,000)  | -       
|Principal payments received                                                             |   | 20,279    | -       
|Proceeds from sale of investment properties                                             |   | 1,158,142 | -       
|                                                                                        |   |           |         
|Net cash provided by (used in) investing activities                                     |   | 1,072,928 | (72,713)
|                                                                                        |   |           |         
|Net increase (decrease) in cash and cash equivalents                                    |   | 1,093,232 | (52,574)
|                                                                                        |   |           |         
|Cash and cash equivalents at beginning of period                                        |   | 734,794   | 288,022 
|                                                                                        |   |           |         
|Cash and cash equivalents at end of period                                              | $ | 1,828,026 | 235,448 
|                                                                                        |   |           |         



See accompanying notes to financial statements.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2001
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2000, which are included in the Partnership's 2000 Annual Report, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial statements have been omitted from this Report.



(1)  Organization and Basis of Accounting



InLand Capital Fund, L.P. (the "Partnership") was organized on June 21, 1991 by the filing of a Certificate of Limited Partnership under the Revised Uniform Limited Partnership Act of the State of Delaware.  On December 13, 1991, the
Partnership commenced an Offering of 60,000 Limited Partnership Units pursuant to a Registration under the Securities Act of 1933. The Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") provides for Inland Real Estate
Investment Corporation to be the General Partner.  The Offering terminated on August 23, 1993, with total sales of 32,399.28 Units, at $1,000 per Unit, resulting in $32,399,282 in gross offering proceeds, not including the General Partner's capital
contribution of $500.  All of the holders of these Units have been admitted to the Partnership.  The Limited Partners of the Partnership will share in their portion of benefits of ownership of the Partnership's real property investments according to the
number of Units held. As of March 31, 2001, the Partnership has repurchased and canceled a total of 62.17 Units for $56,251 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.



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.

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2001
(unaudited)

(2)  Transactions with Affiliates

The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership.  Such costs are included in
professional services and general and administrative expenses to Affiliates, of which $3,428 and $5,893 was unpaid as of March 31, 2001 and December 31, 2000, 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 $11,712 and $12,605 have been incurred and are included in land operating expenses to Affiliates for the three months ended March 31, 2001 and 2000, respectively, all of which was paid as of March
31, 2001 and December 31, 2000, 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 $3,915 and $2,228
have been incurred and are included in marketing expenses to Affiliates for the three months ended March 31, 2001 and 2000, respectively, all of which was paid as of March 31, 2001 and December 31, 2000.



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.



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



(3)  Investment Properties



|Initial Costs
|-------------
|Parcel       
|#            
|             
|1            
|             
|2            
|             
|             
|             
|             
|             
|3            
|             
|             
|4            
|             
|             
|             
|             
|             
|5            
|             
|             
|             
|6            
|             
|             
|             
|7            
|             
|8            
|             
|9            

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

(3)  Investment Properties (continued)



|Initial Costs
|-------------
|Parcel       
|#            
|             
|10           
|             
|             
|10A(a)       
|             
|             
|11           
|             
|             
|12           
|             
|13           
|             
|             
|             
|14           
|             
|             
|15           
|             
|16           
|             
|17           
|             
|18           
|             
|             
|             
|             

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INLAND CAPITAL FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2001
(unaudited)

(3) Investment Properties (continued)

1. Included in the purchase of Parcel 10 was a house and several outbuildings, located on approximately seven acres, which was sold in April 1995.
2. Reconciliation of investment properties and improvements owned:



|                         |   | March 31,  | December 31,
|------------------------ | - | ---------- | ------------
|                         |   | 2001       | 2000        
|                         |   |            |             
|Balance at January 1,    | $ | 21,421,417 | 22,674,818  
|Additions during period  |   | 85,493     | 192,616     
|Sales during period      |   | (612,259)  | (1,446,017) 
|                         |   |            |             
|Balance at end of period | $ | 20,894,651 | 21,421,417  

(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, 2001, the Partnership had farm leases of generally one year in duration, for approximately 1,848 acres of the approximately 2,027 acres owned.

(5) Mortgage Loan Receivable

As a result of the sale of the remaining acres of Parcel 6 for a sales price of $1,125,000 on July 7, 1998, the Partnership received a mortgage loan receivable of $1,125,000 and recorded a deferred gain on sale of $7,889.  The deferred
gain will be recognized over the life of the related mortgage loan receivable as principal payments are received, of which $5,226 has been recognized as of March 31, 2001.  Of the $1,125,000 mortgage loan receivable received, the Partnership has received
$725,000. The remaining $400,000 accrues interest at 9% per annum and has a maturity date of July 7, 2001, at which time all accrued interest, as well as principal, is due. In April 2001, the Partnership received $124,199 as final settlement for this
mortgage loan receivable.  The Partnership intends to write off the remaining principal balance of $255,522 as well as the accrued interest of $116,744.

(6) Subsequent Events

On April 16,2001, the Partnership sold approximately 60 acres of Parcel 12 to an unaffiliated buyer for $875,000.  The Partnership recorded a mortgage loan receivable for $875,000 and the sale will result in a gain of approximately
$459,000.



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



Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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, 2001, the Partnership has had multiple sales transactions through which it has disposed of the building and
approximately 1,275 acres of the 3,302 acres originally owned.  As of March 31, 2001, cumulative distributions to the Limited Partners have totaled $13,208,504 (which represents a return of Invested Capital, as defined the Partnership Agreement).  Through
March 31, 2001, the Partnership has used $3,964,857 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, 2001, the Partnership owns, in whole or in part, twelve of its
original eighteen parcels, the majority of which are leased to local farmers and are generating sufficient cash flow from farm leases to cover property taxes and insurance.



At March 31, 2001, the Partnership had cash and cash equivalents of $1,828,026 of which approximately $173,000 is reserved for the repurchase of Units through the Unit Repurchase Program.  The remaining amount 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 25 of the 190 lots were sold
as of March 31, 2001. A second phase is planned for 2001. Parcel 4, zoned for a variety of business uses, has improvements underway and sites are being marketed to potential buyers, of which one site consisting of .87 acres was sold to a hotel chain on
June 6, 1997, another site consisting of 1.435 acres was sold to a combination gas station/convenient store on August 12, 1997, a third site consisting of 1.5 acres was sold to a national fast-food chain on August 13, 1998, a fourth site consisting of
1.86 acres was sold to a different national fast-food chain on October 16, 1998, a  fifth  site  consisting  of  1.033  acres was sold to a national discount tire retailer on August 19,  1999 and on March 19, 2001, a site consisting on 59 acres was sold.
Parcels 15 and 16 have been annexed to the village of Huntley and zoned for residential and commercial development. Parcel 7 and portions of Parcel 12 were annexed and zoned in the city of Plano in 2000.



Results of Operations



Income from the sale of investment properties and the cost of investment properties sold for the three months ended March 31, 2001 is the result of the sale of approximately 59 acres of Parcel 4. (See Note 3 of the Notes to Financial
Statements.)  There were no sales of investment properties for the three months ended March 31, 2000.



As of March 31, 2001, the Partnership owned twelve parcels of land consisting of approximately 2,027 acres. Of the 2,027 acres owned, approximately 1,848 acres are tillable and leased to local farmers and are generating sufficient cash
flow to cover property taxes, insurance and other miscellaneous property expenses. Rental income increased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due to the increase in annual lease amounts from
tenants.



Interest income decreased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due primarily to a decrease in interest income earned on mortgages receivable. Due to the settlement of the
mortgage loan receivable and the recording of bad debt expense, the Partnership did not accrue any interest income receivable on the mortgage receivable in the first quarter.  This decrease was partially offset by an increase in interest income earned on
overnight investments due to more cash available to invest.



The other income recorded for the three months ended March 31, 2001, is the result of the Partnership receiving non-refundable deposits on land sales which did not occur.



Professional services to Affiliates increased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due to an increase in legal services required by the Partnership. Professional services to
non-affiliates decreased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due to a decrease in accounting fees.



General and administrative expenses to non-affiliates decreased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due primarily to a decrease in the Illinois Replacement Tax.



Marketing expenses to Affiliates increased for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000, due to an increase in marketing, advertising and travel expenses relating to marketing the land
portfolio to prospective purchasers.





PART II - Other Information



Items 1 through 6(b) are omitted because of the absence of conditions under which they are required.

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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 15, 2001                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ PATRICIA A. DELROSSO                                 
|      |                                                          
|By:   | Patricia A. DelRosso                                     
|      | Senior Vice President                                    
|Date: | May 15, 2001                                             
|      |                                                          
|      |                                                          
|      |                                                          
|      | /S/ KELLY TUCEK                                          
|      |                                                          
|By:   | Kelly Tucek                                              
|      | Principal Financial Officer and                          
|      | Principal Accounting Officer                             
|Date: | May 15, 2001                                             
|      |