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

                                   FORM 10-K

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

                  For The Fiscal Year Ended December 31, 1996

                                      or

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

                           Commission File #0-19220

                    Inland Land Appreciation Fund II, L.P.
            (Exact name of registrant as specified in its charter)

       Delaware                                  36-3664407
(State of organization)     (I.R.S. Employer Identification Number)

2901 Butterfield Road, Oak Brook, Illinois      60521
 (Address of principal executive office)       (Zip Code)

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

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class:          Name of each exchange on which registered:
       None                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                           LIMITED PARTNERSHIP UNITS
                               (Title of class)

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   

Indicate by check mark if disclosure  of delinquent filers pursuant to Item 405
of Regulation S-K is not contained  herein,  and  will not be contained, to the
best of registrant's knowledge,  in  definitive proxy or information statements
incorporated by reference in Part  III  of  this  Form 10-K or any amendment to
this Form 10-K. [X]

State the aggregate market value of  the  voting stock held by nonaffiliates of
the registrant. Not applicable.

The Prospectus of the Registrant  dated  October  25, 1989, as supplemented and
filed pursuant to Rule 424(b) and  424(c)  under  the Securities Act of 1933 is
incorporated by reference in Parts I, II  and III of this Annual Report on Form
10-K.


                                      -1-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)



                               TABLE OF CONTENTS



                                    Part I                                Page
                                    ------                                ----
  Item  1. Business......................................................   3

  Item  2. Properties....................................................   5

  Item  3. Legal Proceedings.............................................   5

  Item  4. Submission of Matters to a Vote of Security Holders...........   5


                                    Part II
                                    -------
  Item  5. Market for Partnership's Limited Partnership
            Units and Related Security Holder Matters....................   5

  Item  6. Selected Financial Data.......................................   6

  Item  7. Management's Discussion and Analysis of Financial
            Condition and Results of Operations..........................   7

  Item  8. Financial Statements and Supplementary Data...................   9

  Item  9. Changes in and Disagreements with Independent Auditors on
            Accounting and Financial Disclosure..........................  25


                                   Part III
                                   --------
  Item 10. Directors and Executive Officers of the Registrant............  25

  Item 11. Executive Compensation........................................  30

  Item 12. Security Ownership of Certain Beneficial Owners and
            Management...................................................  31

  Item 13. Certain Relationships and Related Transactions................  31


                                    Part IV
                                    -------
  Item 14. Exhibits, Financial Statement Schedules, and Reports
            on Form 8-K..................................................  32

  SIGNATURES.............................................................  33




                                      -2-


                                    PART I

Item 1. Business

The Registrant, Inland Land Appreciation  Fund II, L.P. (the "Partnership"), is
a limited partnership formed on June 28, 1989, pursuant to the Delaware Revised
Uniform Limited Partnership Act, to  invest  in undeveloped land on an all-cash
basis and realize appreciation of such  land  upon resale. On October 25, 1989,
the Partnership commenced an Offering of 30,000 (subject to increase to 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
October 24, 1991, the Partnership terminated  its Offering of Units, with total
sales of 50,476.17 Units, at $1,000 per Unit, resulting in $50,476,170 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.  As of December 31, 1996, the Partnership has repurchased
a total of 291.65 Units for  $288,360 from various Limited Partners through the
Unit Repurchase  Program.  Under  this  program,  Limited  Partners  may, under
certain circumstances, have  their  Units  repurchased  for  an amount equal to
their Invested Capital.

The Partnership  is  engaged  in  the  business  of  real  estate investment. A
presentation of information about industry segments would not be material to an
understanding of the Partnership's business taken as a whole.

The  Partnership  acquired  fee  ownership   of  the  following  real  property
investments:

                                          Gross Acres        Purchase/Sales
      Parcel & Location                  Purchased/Sold           Date
-----------------------------------  --------------------  -----------------
Parcel 1, McHenry County, Illinois         372.7590             04/25/90

Parcel 2, Kendall County, Illinois          41.1180             07/06/90

Parcel 3, Kendall County, Illinois         120.8170             11/06/90

Parcel 4, Kendall County, Illinois         299.0250             06/28/91

Parcel 5, Kane County, Illinois            189.0468             02/28/91

Parcel 6, Lake County, Illinois             57.3345             04/16/91
                                             (.2580        sold 10/01/94)

Parcel 7, McHenry County, Illinois          56.7094             04/22/91

Parcel 8, Kane County, Illinois            325.3940             06/14/91
                                             (.8700        sold 04/03/96)

Parcel 9, Will County, Illinois              9.8670             08/13/91

Parcel 10, Will County, Illinois           150.6600             08/20/91

Parcel 11, Will County, Illinois           138.4470             08/20/91
                                          (138.4470        sold 05/03/93)


                                      -3-


                                          Gross Acres        Purchase/Sales
      Parcel & Location                  Purchased/Sold           Date
----------------------------------   --------------------  -----------------
Parcel 12, Will County, Illinois            44.7320             08/20/91

Parcel 13, Will County, Illinois             6.3420             09/23/91
                                            (6.3420        sold 05/03/93)

Parcel 14, Kendall County, Illinois         44.4030             09/03/91

Parcel 15, Kendall County, Illinois        100.3640             09/04/91
                                            (5.0000        sold 09/01/93)
                                           (11.0000        sold 12/01/94)

Parcel 16, McHenry County, Illinois        168.9050             09/13/91

Parcel 17, Kendall County, Illinois          3.4620             10/30/91

Parcel 18, McHenry County, Illinois        139.1697             11/07/91

Parcel 19, Kane County, Illinois           436.2360             12/13/91

Parcel 20, Kane & Kendall
  Counties, Illinois                       400.1290             01/31/92

Parcel 21, Kendall County, Illinois         15.0130             05/26/92

Parcel 22, Kendall County, Illinois        391.9590             10/30/92
                                           (10.0000        sold 01/06/94)
                                            (5.5380        sold 01/05/96)

Parcel 23, Kendall County, Illinois        133.4750             10/30/92
                                             (.2676        sold 03/16/93)
                                           (11.5250     donated 07/16/93)
                                           (44.0700        sold Var 1995)
                                            (8.2500        sold Var 1996)

Parcel 24, Kendall County, Illinois          4.3140             01/21/93

Parcel 25, Kendall County, Illinois        656.6870             01/28/93
                                          (656.6870        sold 10/31/95)

Parcel 26, Kane County, Illinois            89.5110             03/10/93

Parcel 27, Kendall County, Illinois         83.5250             03/11/93


Reference is made to Note 4  of  the  Notes  to Financial Statements (Item 8 of
this Annual  Report)  for  additional  descriptions  of  the Partnership's real
property investments.

The Partnership had purchased  on  an  all-cash  basis, twenty-seven parcels of
undeveloped land and two buildings and is engaged in the rezoning and resale of
the remaining  parcels.  All  of  the  investments  were  made  in  the Chicago
metropolitan area. The anticipated holding  period of the land is approximately
two to seven years from the  completion  of the land portfolio acquisitions. As
of December 31,  1996,  the  Partnership  has  had  multiple sales transactions
through which it has disposed  of  approximately 898 acres of the approximately
4,480 acres originally owned.


                                      -4-


The General Partner anticipates  that  land  purchased  by the Partnership will
produce  sufficient  income  to   pay   property  taxes,  insurance  and  other
miscellaneous expenses. Income will  be  derived  through  leases to farmers or
from other activities  compatible  with  undeveloped  land.  A  majority of the
parcels purchased by the  Partnership  consist  of land which generates revenue
from  farming  or  other  leasing  activities.  It  is  not  expected  that the
Partnership will generate cash distributions  to  investors from farm leases or
other activities.

The Partnership had no employees during 1996.

The terms of transactions between the Partnership and Affiliates of the General
Partner of the Partnership are set  forth  in  Item  11 below and Note 3 of the
Notes to Financial Statements (Item 8 of this Annual Report) to which reference
is hereby made for a description of such terms and transactions.


Item 2. Properties

The Partnership owns directly the parcels of  land referred to in Item 1 and in
Note 4 of the Notes to Financial  Statements  (Item 8 of this Annual Report) to
which reference is hereby made for a description of said parcels.


Item 3. Legal Proceedings

The Partnership is not subject to any material pending legal proceedings.


Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during 1996.



                                    PART II


Item 5. Market for  the  Partnership's  Limited  Partnership  Units and Related
        Security Holder Matters

As of December 31, 1996, there were  5,041 holders of Units of the Partnership.
There is no public  market  for  Units  nor  is  it anticipated that any public
market for Units will develop.

Although the Partnership has established  a  Unit Repurchase Program, funds for
the repurchase of Units  are  limited.  Reference  is  made to "Unit Repurchase
Program" on pages 19-20 of the  Prospectus of the Partnership dated October 25,
1989, which is incorporated herein by  reference.  As of December 31, 1996, the
Partnership had approximately $294,800 available for the repurchase of Units.








                                      -5-


Item 6. Selected Financial Data


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)


       For the years ended December 31, 1996, 1995, 1994, 1993 and 1992

                 (not covered by Independent Auditors' Report)


                            1996       1995       1994       1993       1992
                            ----       ----       ----       ----       ----

Total assets........... $46,763,097 46,003,464 44,168,179 43,975,368 44,747,400
                        =========== ========== ========== ========== ==========

Total income........... $ 2,359,290  7,995,470    943,990  1,720,922    841,282
                        =========== ========== ========== ========== ==========

Net income............. $   684,711  2,885,478    254,760    580,061    452,278
                        =========== ========== ========== ========== ==========
Net income allocated
  to the one General
  Partner Unit......... $     1,671    329,498        360     93,981      4,523
                        =========== ========== ========== ========== ==========
Net income allocated
  per Limited
  Partnership Unit(b).. $     13.61      50.89       5.06       9.65       8.87
                        =========== ========== ========== ========== ==========
Distributions per
  Limited Partnership
  Unit from (b)(c):
Operations............. $      -          -          -          -          9.00
Sales..................        -         19.91       -         24.00       - 
                        ----------- ---------- ---------- ---------- ----------
                        $      -         19.91       -         24.00       9.00
                        =========== ========== ========== ========== ==========
Weighted average
  Limited Partnership
  Units................   50,193.51  50,223.70  50,246.34  50,359.51  50,453.14
                        =========== ========== ========== ========== ==========


(a)  The above selected financial data  should  be read in conjunction with the
     financial statements and related notes  appearing elsewhere in this Annual
     Report.

(b)  The net income and  cash  distributions  per  Unit  data is based upon the
     weighted average number of Units outstanding.

(c)  Distributions from  sales  represents  a  return  of  Invested Capital, as
     defined in the Partnership Agreement.

(d)  Reference is made to Note 4  of  the Notes to Financial Statements (Item 8
     of this  Annual  Report)  for  a  description  of  the  Partnership's land
     acquisitions and dispositions.


                                      -6-


Item 7.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
         Results of Operations

Liquidity and Capital Resources

Certain statements in this  "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  and  elsewhere  in this annual report on
Form 10-K 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; uninsured losses; and
potential conflicts of  interest  between  the  Partnership and its Affiliates,
including the General Partner.

On October 25, 1989, the  Partnership  commenced an Offering of 30,000 (subject
to increase to 60,000)  Limited  Partnership  Units  pursuant to a Registration
Statement on Form S-11 under the  Securities  Act of 1933. On October 24, 1991,
the Partnership terminated its Offering of Units, with total sales of 50,476.17
Units, at $1,000 per Unit, resulting in $50,476,170 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 $41,314,301 of gross  offering proceeds to purchase, on an
all-cash basis, twenty-seven  parcels  of  undeveloped  land and two buildings.
These investments include the payment  of  the purchase price, acquisition fees
and acquisition costs of such  properties.  Three of the parcels were purchased
during 1990, sixteen during 1991, four during 1992, and four during 1993. As of
December 31, 1996, the Partnership  has had multiple sales transactions through
which it has disposed  of  approximately  898  acres of the approximately 4,480
acres originally owned. As of  December 31, 1996, cumulative distributions have
totaled $2,836,963 to the Limited Partners  and $93,034 to the General Partner.
Of the $2,836,963 distributed to the Limited Partners, $2,115,963 was net sales
proceeds (which represents a  return  of  Invested  Capital,  as defined in the
Partnership Agreement) and $721,000  was  from  operations.  As of December 31,
1996, the  Partnership  has  used  $6,019,039  of  working  capital reserve for
rezoning and other  activities.  Such  amounts  have  been  capitalized and are
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 December 31, 1996,  the  Partnership  owns, in whole or in part,
twenty-four of its twenty-seven original  parcels  and one office building, the
majority of which are  leased  to  local  tenants and are generating sufficient
cash flow from leases to cover property taxes and insurance.




                                      -7-


At  December  31,  1996,  the   Partnership  had  cash,  cash  equivalents  and
investments in  marketable  securities  of  $6,136,831,  of which approximately
$294,800 is reserved for the  repurchase  of  Units through the Unit Repurchase
Program. The remaining $5,842,031 is  available  to be used for the 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 to realize appreciation of 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 1, annexed to the
Village of Huntley and  zoned  for  residential and commercial development, has
improvements in  planning  stage  and  sites  are  being  marketed to potential
buyers. Parcel 7, annexed to the  Village of McHenry and zoned residential, has
improvements underway and  sites  are  being  marketed.  Sixty-five lots of the
total 130 single-family lots are  under  contract  (see  Note 6 of the Notes to
Financial Statements for sale  of  the  first  two  lots on February 12, 1997).
Parcel 18,  zoned  for  multi-  and  single-family  use,  is  being marketed to
potential homebuilders. Parcel 15 has been zoned with development and marketing
underway. Parcel 23, the Ponds at  Mill  Race Creek Subdivision, has 234 of the
total 243 single-family lots  under  contract  with  homebuilders, of which 112
have already closed  (see  Note  4  of  the  Notes  to Financial Statements for
further discussion on Parcel 23).

Results of Operations

Income from the sale of investment properties and cost of investment properties
sold recorded for the year  ended  December  31, 1996 result from the continued
lot sales at the Mill Race Creek Subdivision (Parcel 23), 5.538 acres of Parcel
22 and .87 acres of Parcel 8. As of December 31, 1996, the Partnership has sold
112 of the 243 single-family lots at  The Ponds of Mill Race Creek. Income from
the sale  of  investment  properties  and  cost  of  investment properties sold
recorded for the year ended December 31, 1995 result from the sales at the Mill
Race Creek  Subdivision  and  of  Parcel  25.  As  of  December  31,  1995, the
Partnership had sold seventy-four of the 243 single-family lots at The Ponds of
Mill Race Creek, in addition to the multi-family portion, The Winding Waters of
Mill Race Creek. Income  from  the  sale  of  investment properties and cost of
investment properties sold recorded for the year ended December 31, 1994 result
from the sale of ten acres  of  Parcel  22,  .258  acres of Parcel 6 and eleven
acres of Parcel 15.

















                                      -8-


As of December 31,  1996,  the  Partnership  owned  twenty-four parcels of land
consisting of  approximately  3,569  acres  and  one  office  building.  Of the
approximately 3,569 acres  owned,  3,094  acres  are  tillable, leased to local
farmers and generate sufficient  cash  flow  to cover property taxes, insurance
and other  miscellaneous  expenses.  The  decrease  in  rental  income and land
operating expenses to  Affiliates  for  the  year  ended  December 31, 1996, as
compared to the year ended December  31,  1995,  is  due to the decrease of the
land portfolio as a result  of  land  sales.  The decrease in rental income was
partially offset by the  annual  increase  in  lease amounts from tenants. Land
operating expenses to non-affiliates increased  for the year ended December 31,
1996, as compared to the year  ended  December  31, 1995, due to an increase in
assessments fees and grounds maintenance  relating  to Parcel 23. This increase
was partially offset by decreases in repair and maintenance, insurance and real
estate taxes. The increase in  rental  income  for  the year ended December 31,
1995, as compared to the year  ended  December  31,  1994, is due to the annual
increase in lease amounts from tenants. This increase was partially offset by a
decrease in rental income due  to  land  sales.  The decrease in land operating
expenses for the year ended December  31,  1995,  as compared to the year ended
December 31, 1994, is primarily  due  to  the decrease in asset management fees
and real estate taxes as a result of the land parcels being sold.

Interest income increased for the  years  ended  December 31, 1996 and 1995, as
compared  to  the  year  ended  December  31,  1994,  due  to  the  Partnership
replenishing its working capital reserve from  the sales at Parcels 23 and sale
of Parcel 25 and an increase in interest rates.

Professional services to Affiliates decreased  for  the year ended December 31,
1996, as compared to the year  ended  December  31,  1995, due to a decrease in
legal  and  accounting  services  required  by  the  Partnership.  Professional
services to Affiliates  increased  for  the  year  ended  December 31, 1995, as
compared to the year ended December  31,  1994, due primarily to an increase in
legal and other professional services required by the Partnership. Professional
services to non-affiliates increased for the  years ended December 31, 1996 and
1995, as compared to the year  ended  December  31, 1994, due to an increase in
legal and accounting fees.

General and administrative expenses to Affiliates decreased for the years ended
December 31, 1996 and 1995, as  compared  to  the year ended December 31, 1994,
due  primarily  to  a  decrease   in  data  processing  expenses.  General  and
administrative expenses to non-affiliates increased for the year ended December
31, 1996, as compared to the year  ended December 31, 1995, due primarily to an
increase in the Illinois Replacement Tax owed by the Partnership in 1996.

Marketing expenses to  Affiliates  decreased  for  the  year ended December 31,
1996, as compared to the year  ended  December  31, 1995, and increased for the
year ended December 31, 1995, as compared  to the year ended December 31, 1994,
due to  the  timing  of  expenses  relating  to  marketing  and advertising the
Partnership's land investments.  Marketing expenses to non-affiliates increased
for the year ended December 31,  1996,  as compared to the years ended December
31, 1995 and  1994,  due  to  the  timing  of  advertising  and travel expenses
relating to marketing the land portfolio to prospective purchasers.


Inflation

Inflation in future periods may cause capital appreciation of the Partnership's
investments in land.  Rental  income  levels  (from  leases  to  new tenants or
renewals of existing tenants)  will  rise  and  fall  in accordance with normal
agricultural market conditions and may or may not be affected by inflation.


                                      -9-


Item 8.  Financial Statements and Supplementary Data



                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)



                                     Index
                                     -----                                 Page
                                                                           ----

Independent Auditors' Report.............................................  10

Financial Statements:

  Balance Sheets, December 31, 1996 and 1995.............................  11

  Statements of Operations, for the years ended
    December 31, 1996, 1995 and 1994.....................................  13

  Statements of Partners' Capital, for the years ended
    December 31, 1996, 1995 and 1994.....................................  15

  Statements of Cash Flows, for the years ended
    December 31, 1996, 1995 and 1994.....................................  16

  Notes to Financial Statements..........................................  17



Schedules not filed:

All schedules have been omitted as  the required information is inapplicable or
the information is presented in the financial statements or related notes.






















                                     -10-








INDEPENDENT AUDITORS' REPORT


To the Partners of 
Inland Land Appreciation Fund II, L.P. 

We have audited the  accompanying  balance  sheets  of Inland Land Appreciation
Fund II, L.P. (a limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' capital, and cash flows for each of
the three years in the period  ended  December  31, 1996.  These statements are
the responsibility of the Partnership's  management.   Our responsibility is to
express an opinion on these financial statements based on our audits. 

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require  that  we  plan  and  perform the audit to
obtain reasonable assurance about whether  the financial statements are free of
material misstatement.  An audit includes  examining, on a test basis, evidence
supporting the amounts and disclosures  in  the financial statements.  An audit
also  includes  assessing  the   accounting  principles  used  and  significant
estimates made by  management,  as  well  as  evaluating  the overall financial
statement presentation.  We believe that  our audits provide a reasonable basis
for our opinion.

In our opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of  Inland  Land Appreciation Fund II, L.P. as
of December 31, 1996 and 1995, and  the  results of its operations and its cash
flows for each of the three  years  in  the  period ended December 31, 1996, in
conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP


Chicago, Illinois
January 31, 1997
(February 28, 1997 as to Note 6)















                                     -11-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets

                          December 31, 1996 and 1995



                                    Assets
                                    ------

                                                       1996          1995
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $ 3,904,046     5,097,705
  Investments in marketable securities (Note 1)...   2,232,785          -
  Accounts and accrued interest receivable........      28,778        19,900
  Deposits and other current assets...............       2,477         2,544
                                                   ------------  ------------
Total current assets..............................   6,168,086     5,120,149
                                                   ------------  ------------

Investment properties (including acquisition
  fees paid to Affiliates of $2,020,973 and
  $2,049,707 at December 31, 1996 and 1995,
  respectively) (Notes 1, 3 and 4):
  Land and improvements...........................  40,514,211    40,799,412
  Buildings.......................................      93,082        93,082
                                                   ------------  ------------
                                                    40,607,293    40,892,494
  Less accumulated depreciation...................      12,282         9,179
Total investment properties, net of accumulated    ------------  ------------
  depreciation....................................  40,595,011    40,883,315
                                                   ------------  ------------
Total assets...................................... $46,763,097    46,003,464
                                                   ============  ============




















                See accompanying notes to financial statements.


                                     -12-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                                Balance Sheets
                                  (continued)

                          December 31, 1996 and 1995




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

                                                       1996          1995
                                                       ----          ----
Current liabilities:
  Accounts payable................................ $    65,387        21,907
  Accrued real estate taxes.......................     104,059        97,271
  Due to Affiliates (Note 3)......................       4,307        11,167
  Unearned income.................................      70,088        29,898
                                                   ------------  ------------
Total current liabilities.........................     243,841       160,243
                                                   ------------  ------------
Partners' capital (Notes 1, 2 and 3):
  General Partner:
   Capital contribution...........................         500           500
   Cumulative net income..........................     449,394       447,723
   Cumulative cash distributions..................     (93,034)      (93,034)
                                                   ------------  ------------
                                                       356,860       355,189
  Limited Partners:                                ------------  ------------
   Units of $1,000. Authorized 60,000 Units,
    50,184.52 and 50,193.52 Units outstanding
    at December 31, 1996 and 1995, respectively
    (net of offering costs of $7,532,439, of which
    $2,535,445 was paid to Affiliates)............  42,655,371    42,663,992
   Cumulative net income..........................   6,343,988     5,660,948
   Cumulative cash distributions..................  (2,836,963)   (2,836,908)
                                                   ------------  ------------
                                                    46,162,396    45,488,032
                                                   ------------  ------------
Total Partners' capital...........................  46,519,256    45,843,221
                                                   ------------  ------------
Total liabilities and Partners' capital........... $46,763,097    46,003,464
                                                   ============  ============










                See accompanying notes to financial statements.


                                     -13-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations

             For the years ended December 31, 1996, 1995 and 1994


                                         1996          1995          1994
Income:                                  ----          ----          ----
  Sale of investment properties
    (Notes 1 and 3)................. $ 1,691,540     7,487,687       449,969
  Rental income (Note 5)............     351,065       404,792       398,366
  Interest income...................     316,685       101,691        95,570
  Other income......................        -            1,300            85
                                     ------------  ------------  ------------
                                       2,359,290     7,995,470       943,990
                                     ------------  ------------  ------------
Expenses:
  Cost of investment properties
    sold............................   1,173,955     4,630,110       231,215
  Professional services to
    Affiliates......................      30,055        42,932        27,550
  Professional services to
    non-affiliates..................      34,418        29,497        26,575
  General and administrative
    expenses to Affiliates..........      38,187        39,838        44,859
  General and administrative
    expenses to non-affiliates......      34,413        19,582        20,694
  Marketing expenses to
    Affiliates......................      45,606        77,784        44,886
  Marketing expenses to
    non-affiliates..................      58,232        20,396        26,050
  Land operating expenses to
    Affiliates......................      92,022        98,391       101,281
  Land operating expenses to 
    non-affiliates..................     164,588       148,359       162,142
  Depreciation......................       3,103         3,103         3,103
  Amortization of deferred
    organization costs..............        -             -              875
                                     ------------  ------------  ------------
                                       1,674,579     5,109,992       689,230
                                     ------------  ------------  ------------
Net income.......................... $   684,711     2,885,478       254,760
                                     ============  ============  ============











                See accompanying notes to financial statements.


                                     -14-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                           Statements of Operations
                                  (continued)

             For the years ended December 31, 1996, 1995 and 1994



                                         1996          1995          1994
                                         ----          ----          ----
Net income allocated to (Note 2):
  General Partner................... $     1,671       329,498           360
  Limited Partners..................     683,040     2,555,980       254,400
                                     ------------  ------------  ------------
Net income.......................... $   684,711     2,885,478       254,760
                                     ============  ============  ============

Net income allocated to the one
  General Partner Unit.............. $     1,671       329,498           360
                                     ============  ============  ============

Net income per weighted average
  Limited Partner Unit (50,193.51,
  50,223.70 and 50,246.34 for the
  years ended December 31, 1996,
  1995 and 1994, respectively)...... $     13.61         50.89          5.06
                                     ============  ============  ============



























                See accompanying notes to financial statements.


                                     -15-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                        Statements of Partners' Capital

             For the years ended December 31, 1996, 1995 and 1994



                                        General       Limited
                                        Partner       Partners       Total
                                     ------------- ------------- ------------
Balance January 1, 1994............. $    25,331    43,766,621    43,791,952


Repurchase of Limited Partnership
  Units.............................        -          (52,314)      (52,314)
Net income (Note 2).................         360       254,400       254,760
                                     ------------  ------------  ------------
Balance December 31, 1994...........      25,691    43,968,707    43,994,398


Repurchase of Limited Partnership
  Units.............................        -          (36,499)      (36,499)
Distributions to Partners ($19.91 per
  weighted average Limited Partnership
  Units of 50,223.70) (Note 2)......        -       (1,000,156)   (1,000,156)
Net income (Note 2).................     329,498     2,555,980     2,885,478
                                     ------------  ------------  ------------
Balance December 31, 1995...........     355,189    45,488,032    45,843,221


Repurchase of Limited Partnership
  Units.............................        -           (8,621)       (8,621)
Distributions to Partners (Note 1)..        -              (55)          (55)
Net income (Note 2).................       1,671       683,040       684,711
                                     ------------  ------------  ------------
Balance December 31, 1996........... $   356,860    46,162,396    46,519,256
                                     ============  ============  ============
















                See accompanying notes to financial statements.


                                     -16-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                           Statements of Cash Flows

             For the years ended December 31, 1996, 1995 and 1994


                                         1996          1995          1994
Cash flows from operating activities:    ----          ----          ----
  Net income........................ $   684,711     2,885,478       254,760
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
    Amortization of deferred
      organization costs............        -             -              875
    Depreciation....................       3,103         3,103         3,103
    Gain on sale of investment
      properties....................    (517,585)   (2,857,577)     (218,754)
    Changes in assets and liabilities:
     Accounts and accrued interest
       receivable...................      (8,878)      (11,685)        1,501
     Deposits and other current
       assets.......................          67         1,723        (3,061)
     Accounts payable...............      43,480         5,730       (10,387)
     Accrued real estate taxes......       6,788       (16,483)        9,659
     Due to Affiliates..............      (6,860)        3,044           770
     Unearned income................      40,190        (5,829)      (28,904)
Net cash provided by operating       ------------  ------------  ------------
  activities........................     245,016         7,504         9,562
                                     ------------  ------------  ------------
Cash flows from investing activities:
  Purchases of and additions to
    investment properties...........    (888,754)   (2,257,644)   (2,323,129)
  Sale (purchase) of short-term
    investments.....................  (2,232,785)         -        1,250,000
  Proceeds from sale of investment
    properties......................   1,691,540     7,487,687       449,969
Net cash provided by (used in)       ------------  ------------  ------------
  investing activities..............  (1,429,999)    5,230,043      (623,160)
                                     ------------  ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership
    Units...........................      (8,621)      (36,499)      (52,314)
  Cash distributions................         (55)   (1,000,156)         - 
                                     ------------  ------------  ------------
Net cash used in financing activities     (8,676)   (1,036,655)      (52,314)
                                     ------------  ------------  ------------
Net increase (decrease) in cash
  and cash equivalents..............  (1,193,659)    4,200,892      (665,912)
Cash and cash equivalents at
  beginning of year.................   5,097,705       896,813     1,562,725
Cash and cash equivalents at end of  ------------  ------------  ------------
  year.............................. $ 3,904,046     5,097,705       896,813 
                                     ============  ============  ============

                See accompanying notes to financial statements.


                                     -17-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements

             For the years ended December 31, 1996, 1995 and 1994


(1) Organization and Basis of Accounting

The Registrant, Inland Land Appreciation  Fund II, L.P. (the "Partnership"), is
a limited partnership formed on June 28, 1989, pursuant to the Delaware Revised
Uniform Limited Partnership Act, to  invest  in undeveloped land on an all-cash
basis and realize appreciation of such  land  upon resale. On October 25, 1989,
the Partnership commenced an Offering of 30,000 (subject to increase to 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  October 24, 1991, the Partnership terminated its
Offering of Units, with total  sales  of  50,476.17  Units, at $1,000 per Unit,
resulting in $50,476,170 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 December 31, 1996, the Partnership has
repurchased a total of 291.65 Units  for $288,360 from various Limited Partners
through the Unit 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 period.
Actual results could differ from those estimates.

Deferred organization costs  were  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 market.

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 market.

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


                                     -18-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


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. For parcels with significant buildings and improvements (Parcel
24,  described  in  Note  4),   the   Partnership  records  the  buildings  and
improvements  at  a  cost  based  upon  the  appraised  value  at  the  date of
acquisition. Buildings and improvements are depreciated using the straight-line
method  of  depreciation  over  a  useful  life  of  thirty  years.  Repair and
maintenance  expenses  are  charged  to  operations  as  incurred.  Significant
improvements are capitalized and depreciated over their estimated useful lives.

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 partner,
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 partner. Withholding tax payments are 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.

The Partnership records are maintained  on  the  accrual basis of accounting in
accordance with generally accepted  accounting principles ("GAAP"). The Federal
income tax return has been prepared  from such records after making appropriate
adjustments, if any,  to  reflect  the  Partnership's  accounts as adjusted for
Federal income tax reporting purposes. Such adjustments are not recorded in the
records of the Partnership.  The  net  effect  of  these items is summarized as
follows:
                                       1996                      1995
                             ------------------------- ------------------------
                                             Tax                       Tax
                                GAAP         Basis        GAAP         Basis
                                Basis     (unaudited)     Basis     (unaudited)
                             ----------- ------------- ----------- ------------
Total assets................ $46,763,097   54,295,536   46,003,464   53,535,903

Partners' capital:
  General Partner...........     356,860      358,810      355,189      357,140
  Limited Partners..........  46,162,396   53,692,885   45,488,032   53,018,520

Net income:
  General Partner...........       1,671        1,670      329,498      331,461
  Limited Partners..........     683,040      818,332    2,555,980    2,648,502

Net income per Limited
  Partnership Unit..........       13.61        16.30        50.89        52.73


The net income per Limited Partnership  Unit is based upon the weighted average
number of Units of 50,193.51 and 50,223.70 during 1996 and 1995, respectively.


                                     -19-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


(2) Partnership Agreement

The Partnership Agreement defines  the  allocation  of  profits and losses, and
available cash. If and  to  the  extent  that  real  estate taxes and insurance
payable with respect  to  the  Partnership's  land  during  a given year exceed
revenues of the  Partnership,  the  General  Partner  will  make a Supplemental
Capital Contribution of such amount  to  the  Partnership to ensure that it has
sufficient funds to make such payments.

Profits and losses from  operations  (other  than capital transactions) will be
allocated 99% to the Limited Partners  and  1%  to the General Partner. The net
gain from sales of Partnership properties is first allocated among the Partners
in proportion to the  negative  balances,  if  any, in their respective capital
accounts. Thereafter, except as provided  below,  net  gain is allocated to the
General Partner in an amount equal  to  the proceeds distributed to the General
Partner from such sale and  the  balance  of  any  net gain is allocated to the
Limited Partners. If the amount of net  gain  realized from a sale is less than
the amount of cash  distributed  to  the  General  Partner  from such sale, the
Partnership will allocate income or  gain  to  the General Partner in an amount
equal to the excess of the cash distributed to the General Partner with respect
to such sale as quickly as permitted by  law.  Any net loss from a sale will be
allocated to the Limited Partners.

Distributions of  Net  Sale  Proceeds  will  be  allocated  between the General
Partner and the Limited Partners based upon both an aggregate overall return to
the Limited Partners and a separate return  with respect to each parcel of land
purchased by the Partnership.

As a general rule, Net  Sale  Proceeds  will  be distributed 90% to the Limited
Partners and  10%  to  the  General  Partner  until  the  Limited Partners have
received from Net Sale Proceeds  (i)  a  return  of their Original Capital plus
(ii) a noncompounded  Cumulative  Preferred  Return  of  15%  of their Invested
Capital. However, with respect to  each  parcel  of land, the General Partner's
10% share will be subordinated until  the  Limited Partners receive a return of
the Original Capital attributed to such parcel ("Parcel Capital") plus a 6% per
annum noncompounded Cumulative Preferred Return thereon.

After the amounts described  in  items  (i)  and  (ii) above and any previously
subordinated distributions to  the  General  Partner  have  been  paid, and the
amount of  any  Supplemental  Capital  Contributions  have  been  repaid to the
General Partner, subsequent  distributions  shall  be  paid  75% to the Limited
Partners and 25% to the General Partner without considering Parcel Capital. If,
after all Net Sale  Proceeds  have  been  distributed,  the General Partner has
received more than 25%  of  all  Net  Sale Proceeds (exclusive of distributions
made to the Limited  Partners  to  return  their Original Capital), the General
Partner shall contribute to  the  Partnership  for  distribution to the Limited
Partners an amount equal to such excess.

Any distributions from Net Sales  Proceeds  at  a time when Invested Capital is
greater than zero shall be deemed  applied  first to reduction of such Invested
Capital before application to payment  of  any deficiency in the 15% Cumulative
Preferred Return.


                                     -20-


                    INLAND LAND APPRECIATION FUND II, L.P.
                            (a limited partnership)

                         Notes to Financial Statements
                                  (continued)


(3) 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 $4,307 and $7,536  was  unpaid as of December 31, 1996 and
1995, 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 $92,022, $98,391
and $101,281 have been incurred and paid for the years ended December 31, 1996,
1995 and 1994, respectively,  and  are  included  in land operating expenses to
Affiliates.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services of the Partnership's land investments and was reimbursed (as set forth
under term of the  Partnership  Agreement)  for  direct  costs.   Such costs of
$45,606, $77,784 and $44,886 have  been  incurred and are included in marketing
expenses to Affiliates for the  years  ended  December 31, 1996, 1995 and 1994,
respectively, of which $3,631 was unpaid as of December 31, 1995.

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 recognize a
profit on any project. Such  costs  of  $50,828,  $17,828 and $30,655 have been
incurred and paid  for  the  years  ended  December  31,  1996,  1995 and 1994,
respectively, and are included in investment properties.

On September 28, 1994 and  November  18,  1994, the General Partner established
two separate letters of credit on behalf  of the Partnership with a third party
bank. These letters  of  credit  were  required  by  the  Village of Oswego for
construction  improvements  such  as   sewers,  roads,  curbs,  parkway  trees,
sidewalks and street lights on  Parcel  23.  The  letters of credit were in the
amounts  of  $1,036,487  and  $550,000  (subsequently  reduced  to  $209,328 on
December 2, 1994),  respectively,  and  were  fully  secured by certificates of
deposit. An  Affiliate  of  the  General  Partner,  Inland  Mortgage Investment
Corporation  ("IMIC"),  loaned  the  General  Partner  the  funds  necessary to
establish the letters of credit.  The  General  Partner paid IMIC interest at a
rate of prime +  1%.  During  August  1995,  the  Village of Oswego lowered the
required amounts of the letters of credit  to $607,500. On October 12, 1995, as
a result of  the  completion  of  construction  improvements  on Parcel 23, the
letters of credit required by the  Village of Oswego were released. The General
Partner's cost of funds, equal to the difference between the interest earned on
the certificates of deposit and  the  interest  paid to IMIC, was reimbursed to
the General Partner by  the  Partnership.  Such  interest, totaling $43,865 and
$14,191 for years ended December  31,  1995 and 1994, respectively, is included
in investment properties, all of which has been paid.


                                     -21-


<TABLE>                                       INLAND LAND APPRECIATION FUND II, L.P.
                                                      (a limited partnership)

                                                   Notes to Financial Statements
                                                            (continued)

(4) Investment Properties

The following real property investments are owned by the Partnership as of December 31, 1996:
<CAPTION>
                                                                                              Total        
                   Gross                          Initial Costs                 Costs                    Remaining     Current
                   Acres   Purchase/ --------------------------------------  Capitalized     Costs of     Costs of    Year Gain
Parcel Location: Purchased   Sales     Original   Acquisition     Total     Subsequent to    Property    Parcels at    on Sale
  #     County    (Sold)      Date       Costs       Costs        Costs      Acquisition       Sold     12/31/96 (d)  Recognized
------ --------- --------- --------- ------------ ------------ ------------ -------------- ------------ ------------ -----------
  <S>    <C>      <C>       <C>      <C>            <C>         <C>             <C>            <C>       <C>               <C>
   1     McHenry  372.759   04/25/90 $ 2,114,295      114,070    2,228,365        203,129         -       2,431,494         -

   2     Kendall   41.118   07/06/90     549,639       43,889      593,528          7,324         -         600,852         -

   3     Kendall  120.817   11/06/90   1,606,794      101,863    1,708,657          5,889         -       1,714,546         -

   4     Kendall  299.025   06/28/91   1,442,059       77,804    1,519,863            658         -       1,520,521         -

   5     Kane     189.047   02/28/91   1,954,629       94,569    2,049,198        145,445         -       2,194,643         -

   6     Lake      57.335   04/16/91     904,337       71,199      975,536         16,136        4,457      987,215         -
                    (.258)  10/01/94

   7     McHenry   56.709   04/22/91     680,513       44,444      724,957        680,468         -       1,405,425         -

   8     Kane     325.394   06/14/91   3,496,700      262,275    3,758,975         24,102       10,000    3,773,077         -
                    (.870)  04/03/96

   9     Will       9.867   08/13/91     217,074          988      218,062          1,034         -         219,096         -

  10     Will     150.660   08/20/91   1,866,716       89,333    1,956,049            270         -       1,956,319         -

  11     Will     138.447   08/20/91     289,914       20,376      310,290          2,700      312,990         -            -
                 (138.447)  05/03/93

  12     Will      44.732   08/20/91     444,386       21,988      466,374            188         -         466,562         -

  13     Will       6.342   09/23/91     139,524          172      139,696           -         139,696         -            -
                   (6.342)  05/03/93

  14     Kendall   44.403   09/03/91     888,060       68,210      956,270            658         -         956,928         -

  15     Kendall  100.364   09/04/91   1,050,000       52,694    1,102,694         45,106      177,298      970,502         -
                   (5.000)  09/01/93
                  (11.000)  12/01/94

  16     McHenry  168.905   09/13/91   1,402,058       69,731    1,471,789         79,921         -       1,551,710         -

  17     Kendall    3.462   10/30/91     435,000       22,326      457,326            411         -         457,737         -

  18     McHenry  139.170   11/07/91   1,160,301       58,190    1,218,491        221,127         -       1,439,618         -
                                     ------------ ------------ ------------ -------------- ------------ ------------ ------------
        Subtotal                     $20,641,999    1,214,121   21,856,120      1,434,566      644,441   22,646,245         -
</TABLE>

                                     -22-


<TABLE>                                       INLAND LAND APPRECIATION FUND II, L.P.
                                                      (a limited partnership)

                                                   Notes to Financial Statements
                                                            (continued)

(4) Investment Properties (continued)
<CAPTION>
                                                                                                             Total
                   Gross                           Initial Costs                 Costs                     Remaining    Current
                   Acres   Purchase/  --------------------------------------  Capitalized     Costs of      Costs of   Year Gain
Parcel Location: Purchased   Sales      Original   Acquisition     Total     Subsequent to    Property     Parcels at   on Sale
  #      County   (Sold)      Date        Costs       Costs        Costs      Acquisition       Sold     12/31/96 (d)  Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ -----------
 <S>    <C>       <C>       <C>       <C>           <C>          <C>            <C>           <C>         <C>               <C>
        Subtotal                      $20,641,999    1,214,121   21,856,120      1,434,566      644,441   22,646,245        -

  19       Kane   436.236   12/13/91    4,362,360      321,250    4,683,610        117,310         -       4,800,920        -

  20       Kane &
         Kendall  400.129   01/31/92    1,692,623      101,318    1,793,941         39,447         -       1,833,388        -

  21     Kendall   15.013   05/26/92      250,000       23,844      273,844          6,327         -         280,171        -

  22     Kendall  391.959   10/30/92    3,870,000      283,186    4,153,186         90,208      164,804    4,078,590      94,270
                  (10.000)  01/06/94
                   (5.538)  01/05/96

  23 (c) Kendall  133.208   10/30/92    3,231,942      251,373    3,483,315      4,253,538    4,003,880    3,732,973     423,315
                  (11.525)  07/16/93
                  (44.070)  Var 1995
                   (8.250)  Var 1996

  23A(a) Kendall     .268   10/30/92      170,072       12,641      182,713           -         182,713         -           -
                    (.268)  03/16/93

  24     Kendall    3.908   01/21/93      645,000       56,316      701,316            559         -         701,875        -

  24A(b) Kendall     .406   01/21/93      155,000       13,533      168,533           -            -         168,533        -

  25     Kendall  656.687   01/28/93    1,625,000       82,536    1,707,536         22,673    1,730,209         -           -
                 (656.687)  10/31/95

  26     Kane      89.511   03/10/93    1,181,555       89,312    1,270,867         53,748         -       1,324,615        -

  27     Kendall   83.525   03/11/93      984,474       54,846    1,039,320            663         -       1,039,983        -
                                      ------------ ------------ ------------ -------------- ------------ ------------ -----------
                                      $38,810,025    2,504,276   41,314,301      6,019,039    6,726,047   40,607,293     517,585
                                      ============ ============ ============ ============== ============ ============ ===========


(a) Included in the purchase of Parcel 23 was a newly constructed 2,500 square foot house. The house was sold in March 1993.

(b) Included in the purchase of Parcel 24 was a 2,400 square foot office building.

(c) Parcel 23, annexed and zoned to Oswego as part of the Mill Race Creek subdivision, consists of two parts: a 28-acre multi-family
    portion and a 105-acre single-family portion. The Partnership sold  the  28-acre  multi-family portion on June 7, 1995 and as of
    December 31, 1996, 112 of the 243 single-family lots. Of  the  131 remaining single-family lots, 122 are under contract for sale
    with homebuilders.  Under the purchase schedules, these lots would be sold by April 1997.

(d) The aggregate cost of real estate owned  at  December  31,  1996  for  Federal tax income purposes was approximately $40,600,000
    (unaudited).
</TABLE>

                                     -23-


                      INLAND LAND APPRECIATION FUND II, L.P.
                              (a limited partnership)

                           Notes to Financial Statements
                                    (continued)


(4) Investment Properties (continued)

(e) Reconciliation of real estate owned:
                                                       1996          1995
                                                       ----          ----
  Balance at January 1,........................... $40,892,494    43,264,960
  Additions during year:
  Improvements....................................     888,754     2,257,644
                                                   ------------  ------------
                                                    41,781,248    45,522,604
  Sales during year...............................   1,173,955     4,630,110
                                                   ------------  ------------
  Balance at end of year.......................... $40,607,293    40,892,494
                                                   ============  ============

(f) Reconciliation of accumulated depreciation:
                                                       1996          1995
                                                       ----          ----
  Balance at January 1,........................... $     9,179         6,076
  Depreciation expense............................       3,103         3,103
  Sales during year...............................        -             -
                                                   ------------  ------------
  Balance at end of year.......................... $    12,282         9,179 
                                                   ============  ============


(5) 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 December 31, 1996, the  Partnership  had  leases of generally one year in
duration, for approximately 3,094 acres of the approximately 3,582 acres owned.


(6) Subsequent Events

During February 1997, the Partnership  sold  Lots  92  and  93 in the Olde Mill
Ponds on Boone Creek Subdivision (Parcel  7) to an unaffiliated third party for
a total of  $78,400.    The  cost  allocated  to  these  lots totalled $34,337,
resulting in a gain on sale of $43,550, net of closing costs.










                                     -24-


Item 9.  Changes in and Disagreements  with  Independent Auditors on Accounting
         and Financial Disclosure

There were no disagreements on accounting or financial disclosure during 1996.



                                   PART III


Item 10.  Directors and Executive Officers of the Registrant

The  General  Partner  of  the   Partnership,  Inland  Real  Estate  Investment
Corporation, was organized in 1984 for the purpose of acting as general partner
of limited partnerships formed  to  acquire,  own  and operate real properties.
The General Partner is a wholly-owned subsidiary  of The Inland Group, Inc.  In
1990, Inland Real Estate Investment  Corporation became the replacement General
Partner for an additional 301  privately-owned real estate limited partnerships
syndicated by Affiliates.    The  General  Partner  has  responsibility for all
aspects of the  Partnership's  operations.    The  relationship  of the General
Partner  to  its  Affiliates  is  described  under  the  caption  "Conflicts of
Interest" at pages 11 to 13 of  the  Prospectus, a copy of which description is
hereby incorporated herein by reference.


Officers and Directors

The officers, directors, and key  employees  of  The Inland Group, Inc. and its
Affiliates ("Inland") that are  likely  to  provide services to the Partnership
are as follows:


                               Functional Title

  Daniel L. Goodwin....... Chairman and Chief Executive Officer
  Robert H. Baum.......... Executive Vice President-General Counsel
  G. Joseph Cosenza....... Senior Vice President-Acquisitions
  Robert D. Parks......... Senior Vice President-Investments
  Norbert J. Treonis...... Senior Vice President-Property Management
  Catherine L. Lynch...... Treasurer
  Paul J. Wheeler......... Vice President-Personal Financial Services Group
  Roberta S. Matlin....... Assistant Vice President-Investments
  Mark Zalatoris.......... Assistant Vice President-Due Diligence
  Patricia A. Challenger.. Vice President-Asset Management
  Kelly Tucek............. Assistant Vice President-Partnership Accounting
  Cynthia M. Hassett...... Assistant Vice President-Partnership Accounting
  Venton J. Carlston...... Assistant Controller











                                     -25-


    DANIEL L. GOODWIN (age 53)   is  Chairman  of the Board of Directors of The
Inland Group, Inc.,  a  billion-dollar  real  estate and financial organization
located in Oak Brook,  Illinois.    Among  Inland's subsidiaries is the largest
property management firm in  Illinois  and  one  of the largest commercial real
estate and mortgage banking firms in the Midwest.

Mr. Goodwin has served as Director  of  the  Avenue  Bank  of Oak Park and as a
Director of the Continental Bank of  Oakbrook  Terrace.  He was Chairman of the
Bank Holding Company of American National Bank  of DuPage.  Currently he is the
Chairman of the Board of Inland Mortgage Investment Corporation.

Mr. Goodwin has been in the  housing  industry  for more than 28 years, and has
demonstrated a lifelong interest in  housing-related  issues.  He is a licensed
real estate broker and a member  of  the  National Association of Realtors.  He
has developed thousands of housing units  in the Midwest, New England, Florida,
and the Southwest.   He  is  also  the  author  of a nationally recognized real
estate reference book for the management of residential properties.

Mr. Goodwin has served on  the  Board  of the Illinois State Affordable Housing
Trust Fund for the past 6 years.    He  is an advisor for the Office of Housing
Coordination Services of the State  of  Illinois,  and  a member of the Seniors
Housing Committee of the  National  Multi-Housing  Council.  Recently, Governor
Edgar appointed  him  Chairman  of  the  Housing  Production  Committee for the
Illinois State Affordable Housing Conference.    He  also served as a member of
the Cook County Commissioner's  Economic  Housing Development Committee, and he
was the Chairman of the DuPage County  Affordable Housing Task Force.  The 1992
Catholic  Charities  Award  was  presented  to  Mr.  Goodwin  for  his  work in
addressing affordable housing needs.   The  City  of Hope designated him as the
1980's Man of the Year for the  Illinois  construction industry.  In 1989,  the
Chicago Metropolitan Coalition on Aging presented  Mr. Goodwin with an award in
recognition of his  efforts  in  making  housing  more  affordable to Chicago's
Senior Citizens.  On May 4, 1995, PADS, Inc. (Public Action to Deliver Shelter)
presented Mr. Goodwin  with  an  award,  recognizing  The  Inland  Group as the
leading corporate provider of transitional  housing  for the homeless people of
DuPage County.  Also, Mr. Goodwin  serves as Chairman of New Directions Housing
Corporation, a leading provider of affordable housing in northern Illinois.

Mr. Goodwin is a product  of  Chicago-area schools, and obtained his Bachelor's
and Master's Degrees  from  Illinois  Universities.    Following graduation, he
taught for five years in Chicago  Public  Schools.  His commitment to education
has  continued  through  his  work  with  the  Better  Boys  Foundation's Pilot
Elementary School in  Chicago,  and  the  development  of the Inland Vocational
Training Center  for  the  Handicapped  located  at  Little  City  in Palatine,
Illinois.  He  personally  established  an  endowment  which  funds a perpetual
scholarship program for inner-city  disadvantaged  youth.   In 1990 he received
the Northeastern  Illinois  University  President's  Meritorious Service Award.
Mr. Goodwin  holds  a  Master's  Degree  in  Education  from  Northern Illinois
University, and in 1986, he was awarded an Honorary Doctorate from Northeastern
Illinois University College of Education.    More  than 12 years ago, under Mr.
Goodwin's direction, Inland instituted a  program to train disabled students in
the workplace.  Most of these students  are still employed at Inland today, and
Inland has become  one  of  the  largest  employers  of  the disabled in DuPage
County.  He has served as a member  of the Board of Governors of Illinois State
Colleges and  Universities,  and  he  is  currently  a  trustee  of Benedictine
University.  He was elected  Chairman of Northeastern Illinois University Board
of Trustees in January 1996.


                                     -26-


Mr. Goodwin served as a  member  of  Governor  Jim Edgar's Transition Team.  In
1988 he received  the  Outstanding  Business  Leader  Award  from the Oak Brook
Jaycees and has  been  the  General  Chairman  of  the National Football League
Players Association Mackey Awards  for  the  benefit  of  inner-city youth.  He
served as the recent Chairman  of  the  Speakers  Club of the Illinois House of
Representatives.  In March 1994, he  won  the Excellence in Business Award from
the DuPage Area Association  of  Business  and  Industry.  Additionally, he was
honored by Little Friends on May 17, 1995 for rescuing their Parent-Handicapped
Infant Program when they lost their  lease.    He was the recipient of the 1995
March of Dimes Life Achievement Award  and  was recently recognized as the 1997
Corporate Leader of the Year by the  Oak Brook Area Association of Commerce and
Industry.

    ROBERT H. BAUM (age 53)    has  been  with  The  Inland Group, Inc. and its
affiliates since 1968 and is one of  the four original principals.  Mr. Baum is
Vice Chairman and Executive Vice President-General Counsel of The Inland Group,
Inc.  In his  capacity  as  General  Counsel,  Mr.  Baum is responsible for the
supervision  of  the  legal  activities  of  The  Inland  Group,  Inc.  and its
affiliates.  This responsibility  includes  the  supervision  of The Inland Law
Department and serving as  liaison  with  all  outside  counsel.   Mr. Baum has
served as a member of  the North American Securities Administrators Association
Real Estate Advisory  Committee  and  as  a  member  of the Securities Advisory
Committee to the Secretary  of  State  of  Illinois.    He  is  a member of the
American Corporation Counsel Association and has also been a guest lecturer for
the Illinois State Bar Association.     Mr.  Baum has been admitted to practice
before the Supreme Court of the United  States,  as well as the bars of several
federal courts  of  appeals  and  federal  district  courts  and  the  State of
Illinois.  He received his B.S. Degree from the University of Wisconsin and his
J.D. Degree from Northwestern University School of Law.  Mr. Baum has served as
a director of American National  Bank  of  DuPage.    Currently, he serves as a
director of Westbank, and  is  a  member  of  the Governing Council of Wellness
House, a charitable  organization  that  provides  emotional support for cancer
patients and their families. 

    G. JOSEPH COSENZA (age 53) is  a  Director  and Vice Chairman of The Inland
Group, Inc.    Mr.  Cosenza  oversees,  coordinates  and  directs Inland's many
enterprises and, in addition, immediately  supervises  a staff of eight persons
who engage in property acquisition.  Mr. Cosenza has been a consultant to other
real estate entities and lending institutions on property appraisal methods.

Mr. Cosenza received his B.A.  Degree from Northeastern Illinois University and
his M.S. Degree from  Northern  Illinois  University.    From  1967 to 1968, he
taught at the LaGrange School District  in  Hodgkins, Illinois and from 1968 to
1972, he served as  Assistant  Principal  and  taught in the Wheeling, Illinois
School District.  Mr. Cosenza has been a licensed real estate broker since 1968
and an active member of  various  national  and local real estate associations,
including the National Association of Realtors and the Urban Land Institute.

Mr. Cosenza has also been Chairman  of  the  Board of American National Bank of
DuPage, and has  served  on  the  Board  of  Directors  of  Continental Bank of
Oakbrook Terrace.   He  is  presently  Chairman  of  the  Board  of Westbank in
Westchester, Illinois.






                                     -27-


    ROBERT D. PARKS (age 53) is  Director of The Inland Group, Inc., President,
Chairman  and  Chief  Executive  Officer   of  Inland  Real  Estate  Investment
Corporation and President, Chief Executive Officer, Chief Operating Officer and
Affiliated Director of Inland Real Estate Corporation.

Mr. Parks is responsible for  the ongoing administration of existing investment
programs,  corporate  budgeting  and  administration  for  Inland  Real  Estate
Investment Corporation.   He  oversees  and  coordinates  the  marketing of all
investments and investor relations. 

Prior to joining Inland, Mr.  Parks  was  a  school teacher in Chicago's public
schools.  He received his B.A. degree from Northeastern Illinois University and
his M.A. degree from the  University  of  Chicago.    He is a registered Direct
Participation Program Principal  with  the  National  Association of Securities
Dealers, Inc., and he is a member of the Real Estate Investment Association and
a member of NAREIT.

    NORBERT J.  TREONIS  (age  46)    joined  The  Inland  Group,  Inc. and its
affiliates in 1975 and he is  currently Chairman and Chief Executive Officer of
The Inland Property Management Group, Inc.  and a Director of The Inland Group,
Inc.  He serves on the  Board  of Directors of all Inland subsidiaries involved
in the  property  management,  acquisitions  and  maintenance  of  real estate,
including  Mid-America  Property   Management   Corporation,  and  Metropolitan
Construction Services, Inc.  Mr. Treonis  is charged with the responsibility of
the overall management and leasing  of  all apartment units, retail, industrial
and commercial properties nationwide.

Mr. Treonis is a licensed real estate broker.  He is a past member of the Board
of Directors of American National  Bank  of  DuPage, the Apartment Builders and
Managers Association of Illinois,  the  National  Apartment Association and the
Chicagoland Apartment Association.

Mr. Treonis  has  been  the  Chairman  of  the  Board  of  Directors  of Inland
Commercial Property Management, Inc. since its formation in 1994.

    CATHERINE L. LYNCH (age 38) joined  Inland  in 1989 and is the Treasurer of
Inland Real  Estate  Investment  Corporation.    Ms.  Lynch  is responsible for
managing the Corporate Accounting  Department.    Prior  to joining Inland, Ms.
Lynch worked in the  field  of  public  accounting  for KPMG Peat Marwick since
1980.    She  received  her  B.S.  degree  in  Accounting  from  Illinois State
University.  Ms. Lynch is  a  Certified  Public  Accountant and a member of the
American  Institute  of  Certified  Public  Accountants  and  the  Illinois CPA
Society.  She is registered with the National Association of Securities Dealers
as a Financial Operations Principal.

    PAUL J. WHEELER (age  44)    joined  Inland  in  1982  and is currently the
President of  Inland  Property  Sales,  Inc.,  the  entity  responsible for all
corporately owned  real  estate.    Mr.  Wheeler  received  his  B.A. degree in
Economics from  DePauw  University  and  an  M.B.A.  in Finance/Accounting from
Northwestern University.   Mr.  Wheeler  is  a  Certified Public Accountant and
licensed real estate broker.    For  three  years  prior to joining Inland, Mr.
Wheeler was Vice President/Finance at the real estate brokerage firm of Quinlan
& Tyson, Inc.





                                     -28-


    ROBERTA S. MATLIN (age 52)   joined  Inland in 1984 as Director of Investor
Administration  and  currently  serves  as  Senior  Vice President-Investments.
Prior to that, Ms. Matlin spent 11  years with the Chicago Region of the Social
Security Administration of the  United  States  Department  of Health and Human
Services.  As  Senior  Vice  President-Investments,  she directs the day-to-day
internal operations of  the  General  Partner.    Ms.  Matlin received her B.A.
degree from the University of  Illinois.    She is registered with the National
Association of Securities Dealers, Inc. as a General Securities Principal.

    MARK ZALATORIS (age 39) joined Inland  in 1985 and currently serves as Vice
President of Inland Real  Estate  Investment Corporation.  His responsibilities
include the coordination of due  diligence activities by selling broker/dealers
and is also involved  with  limited  partnership asset management including the
mortgage funds.  Mr.  Zalatoris  is  a  graduate  of the University of Illinois
where he received  a  Bachelors  degree  in  Finance  and  a  Masters degree in
Accounting and Taxation.   He  is  a  Certified  Public  Accountant and holds a
General Securities License with Inland Securities Corporation.

    PATRICIA A. CHALLENGER (age  44)  joined  Inland  in  1985.  Ms. Challenger
serves as Senior Vice President of Inland Real Estate Investment Corporation in
the area of Asset Management.  As  head of the Asset Management Department, she
develops  operating  and   disposition   strategies  for  all  investment-owned
properties.    Ms.  Challenger  received  her  bachelor's  degree  from  George
Washington University and  her  master's  from  Virginia  Tech University.  Ms.
Challenger was selected and  served  from  1980-1984 as Presidential Management
Intern, where she was part of a special government-wide task force to eliminate
waste, fraud and abuse  in  government  contracting  and  also served as Senior
Contract Specialist  responsible  for  capital  improvements  in 109 government
properties.  Ms. Challenger is  a  licensed real estate broker, NASD registered
securities sales representative and is a member of the Urban Land Institute. 

    KELLY TUCEK (age  34)  joined  Inland  in  1989  and  is  an Assistant Vice
President of Inland Real Estate Investment Corporation.  As of August 1996, Ms.
Tucek is responsible for  the  Investment  Accounting Department which includes
all public partnership accounting functions along with quarterly and annual SEC
filings.  Prior to joining Inland, Ms.  Tucek was on the audit staff of Coopers
and Lybrand since  1984.    She  received  her  B.A.  Degree  in Accounting and
Computer Science from North Central College.

    CYNTHIA M. HASSETT (age 37) joined Inland  in 1983 and was a Vice President
of Inland Real Estate Investment Corporation.  Through August 1996, Ms. Hassett
was responsible for  the  Investment  Accounting  Department which includes all
public partnership accounting  functions  along  with  quarterly and annual SEC
filings.  Prior to  joining  Inland,  Ms.  Hassett  was  on  the audit staff of
Altschuler, Melvoin and Glasser since  1980.    She received her B.S. degree in
Accounting from Illinois State University.    Ms. Hassett is a Certified Public
Accountant  and  a  member  of  the  American  Institute  of  Certified  Public
Accountants.










                                     -29-


    VENTON J. CARLSTON (age 39)    joined  Inland  in 1985 and is the Assistant
Controller of Inland Real Estate Investment Corporation where he supervises the
corporate  bookkeeping  staff  and   is  responsible  for  financial  statement
preparation and budgeting for Inland Real Estate Investment Corporation and its
subsidiaries.    Prior  to  joining  Inland,  Mr.  Carlston  was  a partnership
accountant with JMB Realty.   He  received  his  B.S. degree in Accounting from
Southern Illinois University.   Mr.  Carlston  is a Certified Public Accountant
and a member of the American  Institute of Certified Public Accountants and the
Illinois CPA Society.    He  is  registered  with  the  National Association of
Securities Dealers, Inc. as a Financial Operations Principal.


Item 11. Executive Compensation

The General Partner is entitled to receive a share of cash distributions of Net
Sale Proceeds based  upon  both  an  aggregate  overall  return  to the Limited
Partners and a separate return with respect to each parcel of land purchased by
the Partnership as described under the caption "Cash Distributions" and a share
of profits or losses as described  under  the caption "Allocation of Profits or
Losses" at  page  39  of  the  Prospectus,  and  at  pages  A-8  to  A-9 of the
Partnership Agreement, included as  an  exhibit  to  the  Prospectus, a copy of
which descriptions is incorporated herein by reference.

The Partnership  is  permitted  to  engage  in  various  transactions involving
affiliates of the General Partner  of  the  Partnership, as described under the
captions "Compensation and Fees" at  pages  9-11 and "Conflicts of Interest" at
pages  11-13  of  the  Prospectus,  and  at  pages  A-11  through  A-18  of the
Partnership Agreement, included as  an  exhibit  to  the  Prospectus, a copy of
which is incorporated  herein  by  reference.  The  relationship of the General
Partner (and its directors and officers)  to  its Affiliates is set forth above
in Item 10.

The General Partner and its  Affiliates  may  be reimbursed for its expenses or
out-of-pocket costs relating to the  administration of the Partnership. For the
year ended December 31,  1996,  such  costs  were  $68,242, of which $4,307 was
unpaid as of December 31, 1996.

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. For the year ended December 31,
1996, the Partnership incurred and paid $92,022 in Asset Management Fees.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services of the Partnership's land investments and was reimbursed (as set forth
under terms of the Partnership Agreement)  for direct costs. For the year ended
December 31, 1996, the Partnership incurred and paid $45,606 of such costs.

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 recognize a
profit on any project. For  the  year  ended December 31, 1996, the Partnership
incurred and paid  $50,828  of  such  costs,  which  are included in investment
properties.



                                     -30-


Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) No person or group is  known  by  the  Partnership to own beneficially more
    than 5% of the outstanding Units of the Partnership.

(b) The officers and directors of the General Partner of the Partnership own as
    a group the following Units of the Partnership:

                                  Amount and Nature
                                    of Beneficial             Percent
    Title of Class                    Ownership               of Class
    ---------------------        -------------------       ---------------
    Limited Partnership          140 Units directly        Less than 1/2%
     Units

    No officer or director of the  General Partner of the Partnership possesses
    a right to acquire beneficial ownership of Units of the Partnership.

    All of the outstanding shares of the General Partner of the Partnership are
    owned by an Affiliate or its  officers  and directors as set forth above in
    Item 10.

(c) There exists no arrangement,  known  to  the  Partnership, the operation of
    which may, at a  subsequent  date,  result  in  a  change in control of the
    Partnership.


Item 13. Certain Relationships and Related Transactions

There were  no  significant  transactions  or  business  relationships with the
General Partner, Affiliates or their  management  other than those described in
Items 10 and 11 above. Reference is  made  to  Note 3 of the Notes to Financial
Statements (Item 8 of  this  Annual  Report)  for information regarding related
party transactions.
























                                     -31-


                                    PART IV



Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The financial statements listed  in  the  index  at  page  9 of this Annual
    Report are filed as part of this Annual Report.

(b) Exhibits. The following documents are filed as part of this report:

    3 Certificate of Limited Partnership  and Amended and Restated Agreement of
    Limited Partnership, included as Exhibits  A  and B of the Prospectus dated
    October 25, 1989, as amended, are incorporated herein by reference thereto.

    28 Prospectus, to Form S-11  Registration  Statement, File No. 33-30110, as
    filed with Securities  and  Exchange  Commission  on  October  25, 1989, as
    amended, is incorporated herein by reference thereto.

(c) Financial Statement Schedules:

    All schedules have been omitted as the required information is inapplicable
    or the information  is  presented  in  the  financial statements or related
    notes.

(d) Reports on Form 8-K:

    None


No Annual Report or proxy  material  for  the  year  1996  has been sent to the
Partners of the Partnership.  An  Annual  Report  will  be sent to the Partners
subsequent to this  filing  and  the  Partnership  will  furnish copies of such
report to the Commission when it is sent to the Partners.
























                                     -32-


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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 LAND APPRECIATION FUND II, L.P.
                            Inland Real Estate Investment Corporation
                            General Partner



                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: March 24, 1997

Pursuant to the  requirements  of  the  Securities  Exchange  Act of 1934, this
report has  been  signed  below  by  the  following  persons  on  behalf of the
registrant and in the capacities and on the dates indicated:

                            By:   Inland Real Estate Investment Corporation
                                  General Partner



                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: March 24, 1997



                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: March 24, 1997



                            By:   Kelly Tucek
                                  Principal Financial Officer
                                  and Principal Accounting Officer
                            Date: March 24, 1997



                            By:   Daniel L. Goodwin
                                  Director
                            Date: March 24, 1997



                            By:   Robert H. Baum
                                  Director
                            Date: March 24, 1997



                                     -33-