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

                                   FORM 10-Q


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

                 For the Quarterly Period Ended March 31, 1999

                                      or

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

For the transition period from                    to                   


                           Commission File #0-19220


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


         Delaware                                     #36-3664407
  (State or other jurisdiction      (I.R.S. Employer Identification Number) 
of incorporation or organization)


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


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


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


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






                                      -1-



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

                                Balance Sheets

                     March 31, 1999 and December 31, 1998
                                  (unaudited)



                                    Assets
                                    ------

                                                       1999          1998
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $   865,553       340,191
  Accounts and accrued interest receivable
    (Note 5)......................................      46,529         3,208
  Other current assets............................         974         2,229 
                                                   ------------  ------------
Total current assets..............................     913,056       345,628 
                                                   ------------  ------------

Mortgage loan receivable (Note 5).................   1,284,174     1,287,151
Investment properties (including acquisition
  fees paid to Affiliates of $1,908,740 and
  $1,915,424 at March 31, 1999 and December 31,
  1998, respectively) (Notes 1 and 3):
  Land and improvements...........................  38,905,507    39,216,282
  Buildings.......................................      93,082        93,082 
                                                   ------------  ------------
                                                    38,998,589    39,309,364
  Less accumulated depreciation...................      19,263        18,487 
Total investment properties, net of accumulated    ------------  ------------
  depreciation....................................  38,979,326    39,290,877 
                                                   ------------  ------------
Total assets...................................... $41,176,556    40,923,656
                                                   ============  ============

















                See accompanying notes to financial statements.


                                      -2-



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

                                Balance Sheets
                                  (continued)

                     March 31, 1999 and December 31, 1998
                                  (unaudited)



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

                                                       1999          1998
                                                       ----          ----
Current liabilities:
  Accounts payable................................ $    52,148        29,019
  Accrued real estate taxes.......................     134,963       104,137
  Due to Affiliates (Note 2)......................      39,214        26,249
  Unearned income.................................     112,627        39,233 
                                                   ------------  ------------
Total current liabilities.........................     338,952       198,638 
                                                   ------------  ------------
Deferred gain on sale of investment 
  properties (Note 5).............................     794,362       796,203

Partners' capital (Notes 1 and 2):
  General Partner:
   Capital contribution...........................         500           500
   Cumulative net income..........................     616,596       617,144
   Cumulative cash distributions..................    (259,531)     (259,531)
                                                   ------------  ------------
                                                       357,565       358,113 
  Limited Partners:                                ------------  ------------
   Units of $1,000. Authorized 60,000 Units,
    50,119.52 Units outstanding (net of offering
    costs of $7,532,439, of which $2,535,445 was
    paid to Affiliates)...........................  42,597,492    42,597,492
   Cumulative net income..........................   8,924,938     8,809,963
   Cumulative cash distributions.................. (11,836,753)  (11,836,753)
                                                   ------------  ------------
                                                    39,685,677    39,570,702 
                                                   ------------  ------------
Total Partners' capital...........................  40,043,242    39,928,815 
                                                   ------------  ------------
Total liabilities and Partners' capital........... $41,176,556    40,923,656
                                                   ============  ============







                See accompanying notes to financial statements.

                                      -3-



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

                           Statements of Operations

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)

                                                       1999          1998
Income:                                                ----          ----
  Sale of investment properties (Notes 1 and 3)... $   609,348       368,121
  Recognition of deferred gain on sale of 
    investment properties.........................       1,841          -
  Rental income (Note 4)..........................      96,510        91,832
  Interest income.................................      33,174        22,511
  Other income....................................        -          160,057 
                                                   ------------  ------------
                                                       740,873       642,521 
                                                   ------------  ------------
Expenses:
  Cost of investment properties sold..............     441,975       252,403
  Professional services to Affiliates.............      12,435         9,800
  Professional services to non-affiliates.........      34,708        31,673
  General and administrative expenses to
    Affiliates....................................      12,278         8,445
  General and administrative expenses to
    non-affiliates................................      21,875         8,220
  Marketing expenses to Affiliates................      10,112         9,080
  Marketing expenses to non-affiliates............      24,429        30,330
  Land operating expenses to Affiliates...........      21,598        22,724
  Land operating expenses to non-affiliates.......      46,260        43,204
  Depreciation....................................         776           776 
                                                   ------------  ------------
                                                       626,446       416,655 
                                                   ------------  ------------
Net income........................................ $   114,427       225,866
                                                   ============  ============

Net income (loss) allocated to:
  General Partner.................................        (548)        1,101
  Limited Partners................................     114,975       224,765 
                                                   ------------  ------------
Net income........................................ $   114,427       225,866
                                                   ============  ============

Net income (loss) allocated to the one General
  Partner Unit.................................... $      (548)        1,101
                                                   ============  ============

Net income per Unit allocated to Limited Partners
  per weighted average Limited Partnership Units
  (50,119.52 and 50,164.52 for the three months
  ended March 31, 1999 and 1998, respectively).... $      2.29          4.48
                                                   ============  ============


                See accompanying notes to financial statements.


                                      -4-



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

                           Statements of Cash Flows

              For the three months ended March 31, 1999 and 1998
                                  (unaudited)


                                                       1999          1998
Cash flows from operating activities:                  ----          ----
  Net income...................................... $   114,427       225,866
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Depreciation..................................         776           776
    Gain on sale of investment properties.........    (167,373)     (115,718)
    Recognition of deferred gain on sale of 
      investment properties.......................      (1,841)         -
    Changes in assets and liabilities:
      Accounts and accrued interest receivable....     (43,321)      (12,582)
      Other current assets........................       1,255         1,341
      Accounts payable............................      23,129         1,735
      Accrued real estate taxes...................      30,826        24,043
      Due to Affiliates...........................      12,965        45,864
      Unearned income.............................      73,394        19,136 
                                                   ------------  ------------
Net cash provided by operating activities.........      44,237       190,461 
                                                   ------------  ------------
Cash flows from investing activities:
  Principal payments on mortgage loan receivable..       2,977          -
  Additions to investment properties..............    (131,200)     (143,479)
  Proceeds from sale of investment properties.....     609,348       368,121 
                                                   ------------  ------------
Net cash provided by investing activities.........     481,125       224,642 
                                                   ------------  ------------
Net increase in cash and cash equivalents.........     525,362       415,103
Cash and cash equivalents at beginning of
  period..........................................     340,191       961,428 
                                                   ------------  ------------
Cash and cash equivalents at end of period........ $   865,553     1,376,531
                                                   ============  ============














                See accompanying notes to financial statements.


                                      -5-



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

                         Notes to Financial Statements

                                March 31, 1999
                                  (unaudited)


Readers of this  Quarterly  Report  should  refer  to the Partnership's audited
financial statements for the  fiscal  year  ended  December 31, 1998, which are
included  in  the  Partnership's  1998   Annual  Report,  as  certain  footnote
disclosures which would substantially duplicate those contained in such audited
financial statements have been omitted from this Report.

(1)  Organization and Basis of Accounting

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  March  31, 1999, the Partnership has
repurchased a total of 356.65 Units  for $346,239 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 periods.
Actual results could differ from those estimates.

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

The Partnership  considers  all  highly  liquid  investments  purchased  with a
maturity of three months or less  to  be cash equivalents. Such investments are
carried at  cost  which  approximates  market.  Cash  and  cash equivalents are
approximately $866,000 and $340,000 at  March  31,  1999 and December 31, 1998,
respectively.

A presentation of information about operating segments as required in Statement
of Financial Accounting Standards  No.  131  "Disclosures  About Segments of an
Enterprise and Related Information" would  not  be material to an understanding
of the Partnership's business taken as a whole as the Partnership is engaged in
the business of  real  estate  investment  which  management  considers to be a
single operating segment.


                                      -6-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


For  vacant  land  parcels   and   parcels  with  insignificant  buildings  and
improvements,  the  Partnership  uses  the  area  method  of  allocation, which
approximates the relative sales method of  allocation, whereby a per acre price
is used as the standard allocation  method  for  land purchases and sales.  The
total cost of the parcel is divided by the total number of acres to arrive at a
per acre price. For parcels with significant buildings and improvements (Parcel
24,  described  in  Note  3),   the   Partnership  records  the  buildings  and
improvements  at  a  cost  based  upon  the  appraised  value  at  the  date of
acquisition.  Building 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.

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

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

The Partnership is required to  pay  a  withholding tax to the Internal Revenue
Service with  respect  to  a  Partner's  allocable  share  of the Partnership's
taxable net income, if the  Partner  is  a foreign person. The Partnership will
first pay the withholding tax  from  the  distributions to any foreign 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.

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




                                      -7-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


(2)  Transactions with Affiliates

The General  Partner  and  its  Affiliates  are  entitled  to reimbursement for
salaries and expenses of employees  of  the  General Partner and its Affiliates
relating to the administration of the  Partnership.  Such costs are included in
professional services and general and administrative expenses to Affiliates, of
which $7,616 and $5,473 was unpaid as  of March 31, 1999 and December 31, 1998,
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 $21,598 and
$22,724 have been incurred for the three  months ended March 31, 1999 and 1998,
respectively. As of March 31, 1999  and December 31, 1998, $21,598 and $20,776,
respectively, was unpaid.

An Affiliate of the General  Partner  performed sales marketing and advertising
services for the Partnership and  was  reimbursed  (as set forth under terms of
the Partnership Agreement) for direct costs.   Such costs of $10,112 and $9,080
have been  incurred  for  the  three  months  ended  March  31,  1999 and 1998,
respectively, and are included  in  marketing  expenses to Affiliates, of which
$10,000 was unpaid as of March 31, 1999.

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  are included in investment properties, all
of which have been paid.

















                                      -8-



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

                                             Notes to Financial Statements
                                                      (continued)

(3) Investment Properties
<CAPTION>
                                                                                                             Total
                   Gross                           Initial Costs                 Costs                     Remaining    Current
                   Acres   Purchase/  --------------------------------------  Capitalized     Costs of      Costs of   Year Gain
       Location: Purchased   Sales       Original  Acquisition     Total     Subsequent to    Property     Parcels at   on Sale
Parcel  County    (Sold)     Date         Costs       Costs        Costs      Acquisition       Sold        03/31/99   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        528,768         -       2,757,133         -

   2     Kendall   41.118   07/06/90     549,639       43,889      593,528          9,118         -         602,646         -

   3     Kendall  120.817   11/06/90   1,606,794      101,863    1,708,657         28,877         -       1,737,534         -

   4     Kendall  299.025   06/28/91   1,442,059       77,804    1,519,863          1,554         -       1,521,417         -

   5     Kane     189.0468  02/28/91   1,954,629       94,569    2,049,198        196,756         -       2,245,954         -

   6     Lake      57.3345  04/16/91     904,337       71,199      975,536         19,654        4,457      990,733         -
                    (.258)  10/01/94

   7     McHenry   56.7094  04/22/91     680,513       44,444      724,957      2,991,374    2,076,100    1,640,231      104,671
                  (12.6506)  Var 1997
                  (15.7041)  Var 1998
                   (4.7985)  Var 1999

   8     Kane     325.394   06/14/91   3,496,700      262,275    3,758,975         26,879       10,000    3,775,854         -
                    (.870)  04/03/96

   9     Will       9.867   08/13/91     217,074          988      218,062          7,625         -         225,687         -

  10     Will     150.66    08/20/91   1,866,716       89,333    1,956,049          6,331         -       1,962,380         -

  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          5,893         -         472,267         -

  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         24,998         -         981,268         -

  15     Kendall  100.364   09/04/91   1,050,000       52,694    1,102,694        117,829    1,220,523         -            -
                   (5.000)  09/01/93
                  (11.000)  12/01/94
                  (84.364)  08/14/98

  16     McHenry  168.905   09/13/91   1,402,058       69,731    1,471,789         83,153         -       1,554,942         -

  17     Kendall    3.462   10/30/91     435,000       22,326      457,326          4,921         -         462,247         -

  18     McHenry  139.1697  11/07/91   1,160,301       58,190    1,218,491        267,455         -       1,485,946         -    
                                     ------------ ------------ ------------ -------------- ------------ ------------ ------------
        Subtotal                     $20,641,999    1,214,121   21,856,120      4,323,885    3,763,766   22,416,239      104,671


                                                                 -9-


                                      -9-



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

                                                    Notes to Financial Statements
                                                             (continued)

(3) Investment Properties (continued)
                                                                                                             Total
                   Gross                           Initial Costs                 Costs                     Remaining    Current
                   Acres   Purchase/  --------------------------------------  Capitalized     Costs of      Costs of   Year Gain
       Location: Purchased   Sales       Original  Acquisition     Total     Subsequent to    Property     Parcels at   on Sale
Parcel  County    (Sold)     Date         Costs       Costs        Costs      Acquisition       Sold        03/31/99   Recognized 
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ------------
                                                                                                            Total        
      Subtotal                       $20,641,999    1,214,121   21,856,120      4,323,885    3,763,766   22,416,239      104,671

  19     Kane     436.236   12/13/91   4,362,360      321,250    4,683,610        164,421         -       4,848,031        -

  20   Kane &
       Kendall    400.129   01/31/92   1,692,623      101,318    1,793,941        213,546         -       2,007,487        -

  21   Kendall     15.013   05/26/92     250,000       23,844      273,844          8,414       18,798      263,460      30,662
                   (1.000)  03/16/99

  22   Kendall    391.959   10/30/92   3,870,000      283,186    4,153,186        108,069      164,804    4,096,451        -
                  (10.000)  01/06/94
                   (5.538)  01/05/96

  23 (c) Kendall  133.2074  10/30/92   3,231,942      251,373    3,483,315      4,441,352    5,900,632    2,024,035      32,040
                  (11.525)  07/16/93
                  (44.070)  Var 1995
                   (8.250)  Var 1996
                   (2.610)  Var 1997
                  (10.6624)  Var 1998
                    (.6528)  Var 1999

  23A(a) Kendall     .2676  10/30/92     170,072       12,641      182,713           -         182,713         -           -
                    (.2676) 03/16/93

  24   Kendall      3.908   01/21/93     645,000       56,316      701,316          3,354         -         704,670        -

  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        148,762         -       1,419,629        -

  27   Kendall     83.525   03/11/93     984,474       54,846    1,039,320         10,734         -       1,050,054        -    
                                     ------------ ------------ ------------ -------------- ------------ ------------ -----------
                                     $38,810,025    2,504,276   41,314,301      9,445,210   11,760,922   38,998,589     167,373
                                     ============ ============ ============ ============== ============ ============ ===========



</TABLE>








                                                               -10-


                                     -10-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


(3) Investment Properties (continued)

(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  is  a  2,400  square foot office
    building.

(c) Parcel 23, annexed and zoned to  Oswego,  Illinois 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 March 31, 1999, 176 of the
    243 single-family lots.

(d) Reconciliation of investment properties and improvements owned:

                                                     March 31,    December 31,
                                                       1999          1998    
                                                   ------------  ------------
  Balance at January 1,........................... $39,309,364    41,858,671
  Additions during period.........................     131,200       946,007
  Sales during period.............................     441,975     3,495,314 
                                                   ------------  ------------
  Balance at end of period........................ $38,998,589    39,309,364
                                                   ============  ============

(e) Reconciliation of accumulated depreciation:
                                                       1999          1998
                                                       ----          ----
  Balance at January 1,........................... $    18,487        15,384
  Depreciation expense............................         776         3,103 
                                                   ------------  ------------
  Balance at end of period........................ $    19,263        18,487
                                                   ============  ============


(4) Farm Rental Income

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

As of March 31, 1999, the Partnership  had farm leases of generally one year in
duration, for approximately 2,849 acres of the approximately 3,449 acres owned.




                                     -11-



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

                         Notes to Financial Statements
                                  (continued)

                                March 31, 1999
                                  (unaudited)


(5) Mortgage Loans Receivable

As a result of the sale  of  the  remaining approximately 84 acres of Parcel 15
for a sales price of $2,750,000 on  August 14, 1998, the Partnership received a
mortgage loan receivable of $2,750,000 and  recorded a deferred gain on sale of
$1,701,090, of which $906,728 has been  recognized  as  of March 31, 1999.  The
deferred gain will be recognized  over  the  life  of the related mortgage loan
receivable as principal payments  are  received.   The mortgage loan receivable
accrues interest at 9% per annum and  has  a maturity date of July 31, 2001, at
which time all accrued interest, as well as principal, is due.  On December 21,
1998, the purchaser paid  down  the  mortgage  loan receivable in the principal
amount of  $1,462,849  plus  accrued  interest,  resulting  in  a mortgage loan
receivable balance of $1,287,151 at December  31,  1998.  As of March 31, 1999,
the principal balance was  $1,284,174  and  accrued interest receivable totaled
$31,734.
































                                     -12-



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

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

Liquidity and Capital Resources

On 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
March 31, 1999, the  Partnership  has  had  multiple sales transactions through
which it has disposed of  approximately  1,031 acres of the approximately 4,480
acres originally owned.  As  of  March  31, 1999, cumulative distributions have
totaled $11,836,753 to the Limited Partners and $93,034 to the General Partner.
Of the $11,836,753 distributed  to  the  Limited  Partners, $11,115,753 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 March 31,
1999, the  Partnership  has  used  $9,445,210  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 March  31,  1999,  the  Partnership  owns, in whole or in part,
twenty-three 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.


                                     -13-



At March 31, 1999, the Partnership  had  cash and cash equivalents of $865,553,
of which approximately $271,400 is reserved for the repurchase of Units through
the Unit Repurchase Program.   The  remaining  $594,153 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 has increased its  parcel  sales  effort  in anticipation of rising
land values.

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning, annexation  and land planning. The Partnership has
already been successful in, or  is  in the process of, pre-development activity
on a majority of the Partnership's  land  investments. Parcel 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, the Olde Mill  Ponds  on  Boone Creek subdivision, has all of
the total 130 single-family lots  under  contract  with a homebuilder, of which
seventy-six  have  already  closed  (see  Note  3  of  the  Notes  to Financial
Statements).  Parcel  18,  zoned  for  multi-  and  single-family use, is being
marketed to potential homebuilders.  As  of March 31, 1999, the Partnership has
sold 176 of the 243 single-family lots  at the Ponds of Mill Race Creek (Parcel
23) in addition to the  multi-family  portion,  the Winding Waters of Mill Race
Creek. The Partnership  has  sixty-four  of  the  remaining sixty-seven single-
family lots under  contract  with  homebuilders  (see  Note  3  of the Notes to
Financial Statements).

Results of Operations

Income from the sale of investment properties and cost of investment properties
sold for the three months ended  March  31,  1999  is the result of the sale of
approximately six acres, consisting of  additional  lots at the Olde Mill Ponds
on Boone Creek subdivision (Parcel 7), the sale of additional lots at the Ponds
of Mill Race Creek subdivision (Parcel 23)  and  the sale of one acre of Parcel
21.   Income from the sale  of investment properties and the cost of investment
properties sold for the three months ended  March 31, 1998 is the result of the
sale of approximately three acres,  consisting  of  additional lots at the Olde
Mill Ponds at Boone Creek  subdivision  (Parcel  7)  and the sale of additional
lots at the Ponds of Mill Race Creek subdivision (Parcel 23). 

As of March  31,  1999,  the  Partnership  owned  twenty-three  parcels of land
consisting of  approximately  3,449  acres  and  one  office  building.  Of the
approximately 3,449 acres  owned,  2,849  acres  are  tillable, leased to local
farmers and generate sufficient  cash  flow  to cover property taxes, insurance
and other miscellaneous expenses.  Rental income increased for the three months
ended March 31, 1999, as compared to the three months ended March 31, 1998, due
to the annual increase in lease amounts from tenants.

Interest income  increased  for  the  three  months  ended  March  31, 1999, as
compared to the  three  months  ended  March  31,  1998,  due  primarily to the
interest income earned on the mortgage loan receivable the Partnership received
from the sale of the remaining acres of Parcel  15.  See Note 5 of the Notes to
Financial Statements for further discussion  of  the terms of the mortgage loan
receivable received from this sale.

The other income recorded for the three  months ended March 31, 1998 relates to
a penalty charged to one of  the  homebuilders  on Parcel 23. No such fees were
charged in 1999.


                                     -14-



Professional services to Affiliates increased  for the three months ended March
31, 1999, as  compared  to  the  three  months  ended  March  31,  1998, due to
increases  in  legal  and  accounting  services  required  by  the Partnership.
Professional services to non-affiliates  increased  for  the three months ended
March 31, 1999, as compared to the three months ended March 31, 1998, due to an
increase in accounting fees.

General and  administrative  expenses  to  Affiliates  increased  for the three
months ended March 31, 1999, as  compared  to  the three months ended March 31,
1998, due to  increases  in  data  processing  and  investor services expenses.
General and administrative expenses  to  non-affiliates increased for the three
months ended March 31, 1999, as  compared  to  the three months ended March 31,
1998, due primarily to an increase in the Illinois Replacement Tax.

Marketing expenses to non-affiliates decreased for the three months ended March
31, 1999, as compared  to  the  three  months  ended  March  31, 1998, due to a
decrease in advertising  and  travel  expenses  relating  to marketing the land
portfolio to prospective purchasers.

Land operating expenses  to  Affiliates  decreased  for  the three months ended
March 31, 1999, as compared to the three  months ended March 31, 1998, due to a
decrease in tillable acres due to land  sales.  Land operating expenses to non-
affiliates increased for the three months  ended March 31, 1999, as compared to
the three months ended March 31,  1998,  due  to increases in real estate taxes
and maintenance expenses.


Year 2000 Issues

GENERAL
-------
Many computer operating systems  and  software  applications were designed such
that the year 1999 is the  maximum  date  that can be processed accurately.  In
conducting business, the Partnership relies  on computers and operating systems
provided by equipment manufacturers, and also on application software developed
internally and,  to  a  limited  extent,  by  outside  software  vendors.   The
Partnership has assessed its  vulnerability  to the so-called "Year-2000 Issue"
with respect to its equipment and computer systems.

STATE OF READINESS
------------------
The  Partnership  has  identified  the  following  two  areas  for  "Year-2000"
compliance efforts:

Business  Computer  Systems:  The  majority  of  the  Partnership's information
technology systems  were  developed  internally  and  include accounting, lease
management, investment portfolio  tracking,  and  tax  return preparation.  The
Partnership has rights to the  source  code  for these applications and employs
programmers who are  knowledgeable  regarding  these  systems.   The process of
testing these internal  systems  to  determine  year  2000 compliance is nearly
complete.  The Partnership does  not  anticipate any material costs relating to
its  business  computer  systems  regarding  year  2000  compliance  since  the
Partnership's  critical  hardware  and  software  systems  use  four  digits to
represent the applicable year.  The Partnership does use various computers, so-
called "PC's", that may run software that  may not use four digits to represent
the applicable year.  The  Partnership  is  in  the  process  of testing the PC
hardware and software to determine year  2000  compliance, but it must be noted
that such PC's  are  incidental  to  the  Partnership's  critical systems.  The
Partnership is considering independent testing of its critical systems.


                                     -15-



Suppliers and other Parties:  The  Partnership  is  in the process of surveying
suppliers and other parties with whom the Partnership does a significant amount
of business to identify the Partnership's  potential exposure in the event such
parties are not year 2000  compliant  in  a  timely  manner.  At this time, the
Partnership is not aware of any party that is anticipating a material Year 2000
compliance issue.  However, since  this  area  involves some parties over which
the Partnership  has  no  control,  such  as  public  utility  companies, it is
difficult, at best, to judge  the  status  of  the outside companies' year 2000
compliance. The Partnership is working closely  with all suppliers of goods and
services in an effort to minimize the  impact of the failure of any supplier to
become  year  2000   compliant   by   December   31,  1999.  The  Partnership's
investigations  and  assessments  of  possible   year  2000  issues  are  in  a
preliminary stage, and currently the  Partnership  is not aware of any material
impact on its business, operations or  financial  condition even if one or more
parties is not Year 2000 compliant  in  a  timely manner, due to the number and
nature of the Partnership's diverse supplier base.

YEAR 2000 RISKS
---------------
The most reasonable likely worst case scenario for the Partnership with respect
to the year 2000 non-compliance of  its  business computer systems would be the
inability to access information  which  could  result  in  the failure to issue
financial reports.

YEAR 2000 COSTS
---------------
The Partnership's General Partner  and  its  Affiliates  estimate that costs to
achieve  year  2000  compliance   will   not  exceed  $100,000.  However,  only
approximately 1% of these costs will  be  directly allocated to and paid by the
Partnership. The balance of the  year 2000 compliance costs, approximately 99%,
will be paid by  the  General  Partner  and  its  Affiliates.   Total year 2000
compliance costs incurred through December 31, 1998 were approximately $5,000.

CONTINGENCY PLAN
----------------
The Partnership expects to be Year 2000  compliant in advance of the year 2000.
The Partnership will continue to  monitor  its progress and state of readiness,
and is in the process of  formulating  a contingency plan which the Partnership
will be prepared to adopt with  respect  to areas in which evidence arises that
it may not become Year 2000 compliant  in sufficient time.  With respect to its
suppliers and other parties  with  whom  the Partnership conducts business, the
Partnership does not yet have  sufficient  information to identify the types of
problems it may encounter in the  event  these  third parties are not Year 2000
compliant.  As information is obtained  that  may indicate such parties may not
become Year 2000 compliant in  sufficient  time, the Partnership is prepared to
develop contingency plans, accordingly.











                                     -16-



                          PART II - Other Information

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

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

         (27) Financial Data Schedule

     (b) Reports on Form 8-K:

         None











































                                     -17-



                                  SIGNATURES



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



                            INLAND LAND APPRECIATION FUND II, L.P.

                            By:   Inland Real Estate Investment Corporation
                                  General Partner


                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman
                            Date: May 12, 1999


                                  /S/ PATRICIA A. CHALLENGER

                            By:   Patricia A. Challenger
                                  Senior Vice President
                            Date: May 12, 1999


                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer and
                                  Principal Accounting Officer
                            Date: May 12, 1999





















                                     -18-