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 #0-18431

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

       Delaware                                   36-3544798
(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 12, 1988, 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, 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.................... 10

  Item  9. Changes in and Disagreements with Independent Auditors on
            Accounting and Financial Disclosure........................... 27


                                   Part III
                                   --------
  Item 10. Directors and Executive Officers of the Registrant............. 27

  Item 11. Executive Compensation......................................... 32

  Item 12. Security Ownership of Certain Beneficial Owners and
            Management.................................................... 33

  Item 13. Certain Relationships and Related Transactions................. 33


                                    Part IV
                                    -------
  Item 14. Exhibits, Financial Statement Schedules, and Reports
            on Form 8-K................................................... 34

  SIGNATURES.............................................................. 35



                                    -2-



                                    PART I

Item 1. Business

The Registrant, Inland Land  Appreciation  Fund,  L.P. (the "Partnership"), was
formed in  October  1987,  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 12, 1988, the Partnership
commenced an  Offering  of  10,000  (subject  to  increase  to  30,000) Limited
Partnership Units ("Units") pursuant to  a  Registration Statement on Form S-11
under the Securities Act of 1933.   The Offering terminated on October 6, 1989,
with total sales  of  30,000  Units,  at  $1,000  per  Unit, resulting in gross
offering proceeds of $30,000,000, which does not include the General Partner or
the Initial Limited Partner.    All  of  the  holders  of these Units have been
admitted to the Partnership. Inland  Real  Estate Investment Corporation is the
General Partner. The Partnership used $25,187,069 of gross offering proceeds to
purchase on an all-cash basis  twenty-five  parcels  of undeveloped land and an
option to purchase undeveloped land.    The Limited Partners of the Partnership
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 341.75 Units for $306,646 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, Kendall County, Illinois          84.7360              01/19/89
                                            (3.5200         sold 12/24/96)

Parcel 2, McHenry County, Illinois         223.4121              01/19/89
                                          (183.3759         sold 12/27/90)

Parcel 3, Kendall County, Illinois          20.0000              02/09/89
                                           (20.0000         sold 05/08/90)

Parcel 4, Kendall County, Illinois          69.2760              04/18/89
                                             (.4860         sold 02/28/91)
                                           (27.5750         sold 08/25/95)

Parcel 5, Kendall County, Illinois         372.2230 (a)          05/03/89
                                           (Option          sold 04/06/90)
 
Parcel 6, Kendall County, Illinois          78.3900              06/21/89

Parcel 7, Kendall County, Illinois          77.0490              06/21/89

(a) Included in the purchase  agreement  of  this  parcel  was a condition that
    required the Partnership to  buy  an  option  to purchase an additional 243
    acres immediately to the west of this parcel.


                                    -3-



                                         Gross Acres         Purchase/Sales
       Parcel & Location                Purchased/Sold            Date
-----------------------------------  --------------------  -----------------
Parcel 8, Kendall County, Illinois           5.0000              06/21/89
                                            (5.0000         sold 10/06/89)

Parcel 9, McHenry County, Illinois          51.0300              08/07/89

Parcel 10, McHenry County, Illinois        123.9400              08/07/89
                                          (123.9400         sold 12/06/89)

Parcel 11, McHenry County, Illinois         30.5920              08/07/89

Parcel 12, Kendall County                   90.2710              10/31/89
                                             (.7090         sold 04/26/91)

Parcel 13, McHenry County, Illinois         92.7800              11/07/89

Parcel 14, McHenry County, Illinois         76.2020              11/07/89

Parcel 15, Lake County, Illinois            84.5564              01/03/90
                                           (10.5300         sold Var 1996)

Parcel 16, Kane/Kendall Counties,           72.4187              01/29/90
           Illinois

Parcel 17, McHenry County, Illinois         99.9240              01/29/90

Parcel 18, McHenry County, Illinois         71.4870              01/29/90
                                            (1.0000         sold Var 1990)
                                             (.5200         sold 03/11/93)

Parcel 19, McHenry County, Illinois         63.6915              02/23/90

Parcel 20, Kane County, Illinois           224.1480              02/28/90
                                             (.2790         sold 10/17/91)

Parcel 21, Kendall County, Illinois        172.4950              03/08/90

Parcel 22, McHenry County, Illinois        254.5250              04/11/90

Parcel 23, Kendall County, Illinois        140.0210              05/08/90
                                            (4.4100         sold Var 1993)
                                           (35.8800         sold Var 1994)
                                            (3.4400         sold Var 1995)

Parcel 24, Kendall County, Illinois        298.4830              05/23/90
                                           (12.4570         sold 05/25/90)
                                            (4.6290         sold 04/01/96)

Parcel 25, Kane County, Illinois           225.0000              06/01/90

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.


                                    -4-



The  Partnership  purchased  on  an  all-cash  basis,  twenty-five  parcels  of
undeveloped land and is engaged in the  rezoning and resale of the 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 438 acres of the approximately 3,102 acres originally owned.

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.   The 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  3,354 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
repurchase of  Units  are  limited.    Reference  is  made  to "Unit Repurchase
Program" on pages 17-18 of the  Prospectus of the Partnership dated October 12,
1988, which is incorporated herein by  reference.  As of December 31, 1996, the
Partnership had approximately $84,500 available for the repurchase of Units.


                                    -5-



Item 6. Selected Financial Data


                      INLAND LAND APPRECIATION FUND, 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........... $28,788,243 25,575,833 25,507,940 26,490,788 26,405,633
                        =========== ========== ========== ========== ==========

Total income........... $ 1,348,095  1,017,740  1,649,345    525,180    334,249
                        =========== ========== ========== ========== ==========

Net income............. $   451,249    354,647    396,656     95,938    116,370
                        =========== ========== ========== ========== ==========

Net income (loss)
 allocated to the one
 General Partner Unit.. $     (822)       (82)        624        245      1,164
                        =========== ========== ========== ========== ==========
Net income allocated
  per Limited
  Partnership Unit (b). $     15.20      11.90      13.27       3.20       3.85
                        =========== ========== ========== ========== ==========

Distributions per
  Limited Partnership
  Unit from sales
  (b)(c)............... $      -         12.36      45.89       -          -
                        =========== ========== ========== ========== ==========

Weighted average Limited
  Partnership Units....   29,738.54  29,802.51  29,843.92  29,900.61  29,918.44
                        =========== ========== ========== ========== ==========

(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  represent  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 12, 1988, the  Partnership  commenced an Offering of 10,000 (subject
to increase to 30,000)  Limited  Partnership  Units  pursuant to a Registration
Statement on Form S-11 under the Securities  Act  of 1933.  On October 6, 1989,
the Offering terminated with a  total  of  30,000  Units  sold to the public at
$1,000 per Unit resulting in $30,000,000 in gross offering proceeds, which does
not include the Initial Limited Partner  and  the  General Partner.  All of the
holders of these  Units  have  been  admitted  to  the Partnership. The Limited
Partners of the Partnership share in  their portion of benefits of ownership of
the Partnership's real property  investments  according  to the number of Units
held.

The Partnership used $25,187,069 of  gross  offering proceeds to purchase on an
all-cash basis  twenty-five  parcels  of  undeveloped  land  and  an  option to
purchase undeveloped  land.    These  investments  include  the  payment of the
purchase price, acquisition  fees  and  acquisition  costs  of such properties.
Fourteen of the parcels were purchased during  1989 and eleven during 1990.  As
of December 31,  1996,  the  Partnership  has  had multiple sales transactions,
through which it has disposed  of  approximately 438 acres of the approximately
3,102 acres originally owned. As of December 31, 1996, cumulative distributions
to the Limited Partners have  totaled  $4,146,404 (which represents a return of
Invested Capital, as defined in the  Partnership Agreement) and $153,743 to the
General  Partner.    Through  December  31,  1996,  the  Partnership  has  used
$6,712,420 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-two of its  twenty-five  original  parcels,  the  majority  of which are
leased to local  farmers  and  are  generating  sufficient  cash flow from farm
leases to cover property taxes and insurance.




                                    -7-



At December 31, 1996, the Partnership had cash and cash equivalents of $89,672,
of which approximately $84,500 is reserved  for the repurchase of Units through
the Unit Repurchase Program.  The  remaining  cash  is available to be used for
Partnership expenses and liabilities, cash distributions to partners, and other
activities with respect to some  or  all  of  its land parcels. The Partnership
plans to maximize  its  parcel  sales  effort  in  anticipation  of rising land
values.

The Partnership plans to enhance the  value of its land through pre-development
activities such as rezoning annexation and  land planning.  The Partnership has
already been successful in, or is in the process of pre-development activity on
a majority of the  Partnership's  land  investments.    Parcel  1, zoned with a
preliminary plan approved by the  Village  of Oswego, has improvements underway
and sites are being marketed. Of the  199 single-family lots, 75 lots are under
contract with a homebuilder, of which the  first 15 lots closed on December 24,
1996 (see Note 4 of the Notes to Financial Statements.) Parcels 4, 6 and 7 have
completed improvements for an  industrial  park  and  sites are being marketed.
Parcel 15, zoned  and  annexed  to  the  Village  of  Hawthorn  Woods, also has
improvements underway and sites are being marketed. Of the forty lots, six lots
were sold to  individuals  in  1996  (see  Note  4  of  the  Notes to Financial
Statements) and an additional three lots  were sold to individuals in 1997 (see
Note 8 of the Notes to Financial Statements.)   Parcels 16, 21 and 23 have been
zoned with development and marketing underway.

Results of Operations

As of December  31,  1996,  the  Partnership  owned  twenty-two parcels of land
consisting  of  approximately   2,664   acres.   Of   the  2,664  acres  owned,
approximately 2,145 acres are  tillable,  leased  to local farmers and generate
sufficient cash flow to cover property taxes, insurance and other miscellaneous
expenses. Income  from  the  sale  of  investments  in  land  and  the  cost of
investments in land sold recorded  for  the  year  ended December 31, 1996 is a
result of the sale of 4.629 acres of  Parcel 24, the sale of six lots of Parcel
15 totaling 10.53 acres, the sale of  15  lots of Parcel 1 totaling 3.52 acres,
and the prepayments of the  remaining mortgage loans receivable and recognition
of deferred gain relating to the 1994 lot  sales of Parcel 23.  Income from the
sale of investments in land and  the  cost of investments in land sold recorded
for the year ended December 31, 1995  is  a result of the sale of the remaining
three lots of Parcel 23 totaling  3.44  acres  and  the sale of 27.575 acres of
Parcel 4.  Income  from  the  sale  of  investments  in  land  and  the cost of
investments in land sold recorded  for  the  year  ended December 31, 1994 is a
result of the sale of thirty-one  lots  of  Parcel 23 totaling 35.88 acres. The
decrease in rental income  and  land  operating  expenses to Affiliates for the
years ended December 31, 1996 and 1995,  as compared to the year ended December
31, 1994, is due to the decrease  of  tillable acres and an overall decrease of
the land portfolio  as  a  result  of  land  sales  and  pre-development.  This
decrease was partially offset  by  the  annual  increase  in lease amounts from
tenants.  The decrease  in  land  operating  expenses to non-affiliates for the
year ended December 31, 1996, as compared  to the year ended December 31, 1995,
is due to decreases in real  estate taxes, insurance and grounds maintenance of
the land portfolio as a result of land sales.

Interest income decreased for the  years  ended  December 31, 1996 and 1995, as
compared to the year ended December  31, 1994, due primarily to the Partnership
utilizing its working capital reserve  to  fund pre-development activity on the
Partnership's land investments.


                                    -8-



Professional services to Affiliates increased  for the years ended December 31,
1996 and 1995,  as  compared  to  the  year  ended  December  31,  1994, due to
increases in legal services  required  by  the  Partnership.  This increase was
partially offset by a decrease in accounting services. Professional services to
non-affiliates increased for the year  ended  December 31, 1996, as compared to
the years ended  December  31,  1995  and  1994,  due  to  an increase in legal
services.

General and administrative expenses to  Affiliates decreased for the year ended
December 31, 1996, as compared to  the  years ended December 31, 1995 and 1994,
due  to  decreases  in  postage  and  data  processing  expenses.  General  and
administrative expenses to non-affiliates decreased for the year ended December
31, 1996, as compared to  the  year  ended  December 31, 1995, and increased as
compared to the year ended December  31,  1994, due to the Illinois Replacement
Tax.

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, L.P.
                            (a limited partnership)


                                     Index
                                     -----



                                                                          Page
                                                                          ----
Independent Auditors' Report.............................................   11

Financial Statements:

  Balance Sheets, December 31, 1996 and 1995.............................   12

  Statements of Operations, for the years ended
    December 31, 1996, 1995 and 1994.....................................   14

  Statements of Partners' Capital, for the years ended
    December 31, 1996, 1995 and 1994.....................................   16

  Statements of Cash Flows, for the years ended
    December 31, 1996, 1995 and 1994.....................................   17

  Notes to Financial Statements..........................................   19


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, L.P. 

We have audited the  accompanying  balance  sheets  of Inland Land Appreciation
Fund, 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 financial
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 general 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, 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
(March 7, 1997 as to Note 8)















                                   -11-



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

                                Balance Sheets

                          December 31, 1996 and 1995


                                    Assets
                                    ------

                                                       1996          1995
Current assets:                                        ----          ----
  Cash and cash equivalents (Note 1).............. $    89,672       626,942
  Accounts and accrued interest receivable........        -            7,224
  Mortgage loans receivable (Note 6)..............        -           73,614
  Other current assets............................       2,330         1,165
                                                   ------------  ------------
Total current assets..............................      92,002       708,945
                                                   ------------  ------------
Other assets......................................      19,915        19,915
Investments in land and improvements, at cost
  (including acquisition fees paid to Affiliates
  of $1,464,852 and $1,476,810 at December 31,
  1996 and 1995, respectively) (Notes 3 and 4)....  28,676,326    24,846,973
                                                   ------------  ------------
Total assets...................................... $28,788,243    25,575,833
                                                   ============  ============



























                See accompanying notes to financial statements.


                                   -12-



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

                                Balance Sheets
                                  (continued)
                          December 31, 1996 and 1995


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

                                                       1996          1995
                                                       ----          ----
Current liabilities:
  Accounts payable................................ $    82,373       131,772
  Accrued real estate taxes.......................      48,117        47,733
  Due to Affiliates (Notes 3 and 7)...............     149,376        13,855
  Notes payable to Affiliate (Note 7).............   2,801,635          -
  Unearned income.................................      23,239        20,707
  Current portion of deferred gain on sales.......        -           14,926
                                                   ------------  ------------
Total current liabilities.........................   3,104,740       228,993
                                                   ------------  ------------
Partners' capital (Notes 1 and 2):
  General Partner:
    Capital contribution..........................         500           500
    Cumulative net income.........................     167,675       168,497
    Cumulative cash distributions.................    (153,743)     (153,743)
                                                   ------------  ------------
                                                        14,432        15,254
  Limited Partners:                                ------------  ------------
    Units of $1,000. Authorized 30,001 Units,
      29,659.25 and 29,792.25 outstanding at
      December 31, 1996 and 1995, respectively
      (net of offering costs of $3,768,113, of
      which $1,069,764 was paid to Affiliates)....  25,926,243    26,040,820
    Cumulative net income.........................   3,889,232     3,437,161
    Cumulative cash distributions.................  (4,146,404)   (4,146,395)
                                                   ------------  ------------
                                                    25,669,071    25,331,586
                                                   ------------  ------------
Total Partners' capital...........................  25,683,503    25,346,840
                                                   ------------  ------------
Total liabilities and Partners' capital........... $28,788,243    25,575,833
                                                   ============  ============










                See accompanying notes to financial statements.


                                   -13-



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

                           Statements of Operations

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



                                         1996          1995          1994
                                         ----          ----          ----
Income:
  Sale of investments in land
    (Note 4)........................ $ 1,101,329       691,990     1,305,041
  Rental income (Note 5)............     235,458       255,956       263,832
  Interest income...................      11,129        69,794        76,034
  Other income......................         179          -            4,438
                                     ------------  ------------  ------------
                                       1,348,095     1,017,740     1,649,345
                                     ------------  ------------  ------------
Expenses:
  Cost of investments in land sold..     567,886       329,165       970,808
  Professional services to
    Affiliates......................      45,673        31,791        21,916
  Professional services to
    non-affiliates..................      32,627        25,549        23,598
  General and administrative
    expenses to Affiliates..........      29,644        32,144        31,074
  General and administrative
    expenses to non-affiliates......      15,674        18,997        13,237
  Marketing expenses
    to Affiliates...................      57,870        84,033        43,037
  Marketing expenses to
    non-affiliates..................      35,228        21,664        31,137
  Land operating expenses to
    Affiliates......................      56,774        57,216        58,415
  Land operating expenses to
    non-affiliates..................      55,470        62,534        59,467
                                     ------------  ------------  ------------
                                         896,846       663,093     1,252,689
                                     ------------  ------------  ------------
Net income.......................... $   451,249       354,647       396,656 
                                     ============  ============  ============
 











                See accompanying notes to financial statements.


                                   -14-



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

                           Statements of Operations
                                  (continued)

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



                                         1996          1995          1994
                                         ----          ----          ----
Net income (loss) allocated (Note 2):
  General Partner................... $      (822)          (82)          624
  Limited Partners..................     452,071       354,729       396,032
                                     ------------  ------------  ------------
Net income.......................... $   451,249       354,647       396,656
                                     ============  ============  ============

Net income (loss) allocated to
  the one General Partner Unit...... $      (822)          (82)          624
                                     ============  ============  ============

Net income allocated to Limited
  Partners per weighted average
  Limited Partnership Units
  (29,738.54, 29,802.51 and 29,843.92
  for the years ended December 31,
  1996, 1995 and 1994, respectively) $     15.20         11.90         13.27
                                     ============  ============  ============

























                See accompanying notes to financial statements.

                                   -15-



                      INLAND LAND APPRECIATION FUND, 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 at January 1, 1994.......... $    14,712    26,389,735    26,404,447

Net income..........................         624       396,032       396,656
Distributions to Partners ($45.89 per
  weighted average Limited Partnership
  Units of 29,843.92) (Note 2)......        -       (1,369,677)   (1,369,677)
Repurchase of Limited Partnership
  Units.............................        -          (53,392)      (53,392)
                                     ------------  ------------  -------------
Balance at December 31, 1994........      15,336    25,362,698    25,378,034

Net income (loss)...................         (82)      354,729       354,647
Distributions to Partners ($12.36 per
  weighted average Limited Partnership
  Units of 29,802.51) (Note 2)......        -         (368,325)     (368,325)
Repurchase of Limited Partnership
  Units.............................        -          (17,516)      (17,516)
                                     ------------  ------------  ------------
Balance at December 31, 1995........      15,254    25,331,586    25,346,840

Net income (loss)...................        (822)      452,071       451,249
Distributions to Partners (Note 1)..        -               (9)           (9)
Repurchase of Limited Partnership
  Units.............................        -         (114,577)     (114,577)
                                     ------------  ------------  ------------
Balance at December 31, 1996........ $    14,432    25,669,071    25,683,503
                                     ============  ============  ============
















                See accompanying notes to financial statements.


                                   -16-



                      INLAND LAND APPRECIATION FUND, 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........................ $   451,249       354,647       396,656
  Adjustments to reconcile net income
      to net cash provided by (used
      in) operating activities:
    Gain on sale of investment in
      land..........................    (533,443)     (362,825)     (334,233)
    Changes in assets and liabilities:
      Accounts and accrued interest
       receivable...................       7,224        10,708       118,648
      Other current assets..........      (1,165)          (89)         (299)
      Other assets..................        -          (19,915)         -
      Accounts payable..............     (49,399)         (172)          573
      Accrued real estate taxes.....         384         4,704          (749)
      Due to Affiliates.............     135,521        13,289          (534)
      Unearned income...............       2,532        (2,274)       (3,557)
      Other current liabilities.....        -             (300)          300
Net cash provided by (used in)       ------------  ------------  ------------
  operating activities..............      12,903        (2,227)      176,805
                                     ------------  ------------  ------------
Cash flows from investing activities:
  Principal payments collected on
    mortgage loans receivable.......      73,614        40,997        41,310
  Additions to investments in land..  (4,397,239)     (975,495)     (384,903)
  Proceeds from disposition of
    investments in land.............   1,086,403       681,566     1,174,470
Net cash flow provided by (used in)  ------------  ------------  ------------
  investing activities..............  (3,237,222)     (252,932)      830,877
                                     ------------  ------------  ------------
Cash flows from financing activities:
  Repurchase of Limited Partnership
    Units...........................    (114,577)      (17,516)      (53,392)
  Proceeds from notes payable to
    Affiliate.......................   2,951,635          -             -
  Payment on notes payable to
    Affiliate.......................    (150,000)         -             -
  Cash distributions................          (9)     (368,325)   (1,369,677)
Net cash flow provided by (used in)  ------------  ------------  ------------
  financing activities..............   2,687,049      (385,841)   (1,423,069)
                                     ------------  ------------  ------------




                See accompanying notes to financial statements.


                                   -17-



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

                             Statements of Cash Flows
                                    (continued)

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

                                         1996          1995          1994
                                         ----          ----          ----
Net decrease in cash and cash
  equivalents....................... $  (537,270)     (641,000)     (415,387)
Cash and cash equivalents at
  beginning of year.................     626,942     1,267,942     1,683,329
Cash and cash equivalents at end     ------------  ------------  ------------
  of year........................... $    89,672       626,942     1,267,942
                                     ============  ============  ============



Supplemental schedule of non-cash investing and financing activities:


                                         1996          1995          1994
                                         ----          ----          ----
  Mortgage loans receivable......... $      -             -         (155,921)
  Reduction in investments in land..        -             -          970,808
  Gain on sale of investment in land        -             -          334,233
  Deferred gain on sales............        -             -           25,350
    Proceeds from disposition of     ------------  ------------  ------------
      investments in land........... $      -             -        1,174,470
                                     ============  ============  ============























                See accompanying notes to financial statements.


                                   -18-



                      INLAND LAND APPRECIATION FUND, 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,  L.P. (the "Partnership"), was
formed in  October  1987,  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 12, 1988, the Partnership
commenced an  Offering  of  10,000  (subject  to  increase  to  30,000) Limited
Partnership Units ("Units") pursuant to  a  Registration Statement on Form S-11
under the Securities Act of 1933.  Inland Real Estate Investment Corporation is
the General Partner.  The  Offering  terminated  on October 6, 1989, with total
sales of 30,000 Units, at $1,000 per Unit, not including the General Partner or
the Initial Limited Partner.    All  of  the  holders  of these Units have been
admitted to this Partnership.  The Limited Partners of the Partnership 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  341.75  Units for $306,646 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.

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.

Except as described in footnote (b)  to  Note 4 of these notes, 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.

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.   


                                   -19-



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

                         Notes to Financial Statements
                                  (continued)


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's 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.............. $28,788,243   32,556,357   25,575,833  29,343,947

  Partners' capital:
    General Partner.........      14,432       16,094       15,254      15,567
    Limited Partners........  25,669,071   29,435,522   25,331,586  29,099,386

  Net income (loss):
    General Partner.........        (822)         527          (82)         96
    Limited Partners........     452,071      689,992      354,729     385,427

  Net income per Limited
    Partnership Unit........       15.20        23.20        11.90       12.93


The net income per Limited Partnership  Unit is based upon the weighted average
number of Units of 29,738.54 and 29,802.51 during 1996 and 1995, respectively.








                                   -20-



                      INLAND LAND APPRECIATION FUND, 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  a  sale  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.



                                   -21-



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

                         Notes to Financial Statements
                                  (continued)


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


(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 and general and administrative expenses to Affiliates, of
which $40,569  and  $13,440  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 $56,774, $57,216
and $58,415 have been incurred for the  years ended December 31, 1996, 1995 and
1994, respectively, of which $14,066  and  $415  was  unpaid as of December 31,
1996 and 1995, respectively.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services for the  Partnership's  land  investments  and  was reimbursed (as set
forth under terms of the Partnership  Agreement)  for direct costs.  Such costs
of $57,870,  $84,033  and  $43,037  have  been  incurred  and  are  included in
marketing expenses to Affiliates for  the  years  ended December 31, 1996, 1995
and 1994, respectively, of which $30,091 was unpaid as of December 31, 1996.

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 $118,765 and $73,308 have been incurred
for the years ended December 31,  1996 and 1995, respectively, and are included
in investments in land, of which $58,347 was unpaid as of December 31, 1996.













                                   -22-



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

                                                            Notes to Financial Statements
                                                                     (continued)



(4) Investments in Land and Improvements
<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      12/31/96(d) Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ------------ ----------
 <S> <C>         <C>        <C>      <C>              <C>        <C>            <C>          <C>          <C>            <C>
 1       Kendall   84.7360  01/19/89 $   423,680       61,625      485,305      3,607,021      280,587     3,811,739     220,093
                   (3.52)   12/24/96

 2       McHenry  223.4121  01/19/89     650,000       95,014      745,014         16,918      611,505       150,427        -
                 (183.3759) 12/27/90 

 3       Kendall   20.0000  02/09/89     189,000       13,305      202,305           -         202,305          -           -
                  (20.0000) 05/08/90 

 4       Kendall   69.2760  04/18/89     508,196       38,126      546,322         11,713      235,275       322,760        -
                    (.4860) 02/28/91
                  (27.5750) 08/25/95

 5   Kendall (a)  372.2230  05/03/89   2,532,227      135,943    2,668,170         25,836      160,313     2,533,693        -
                   (Option) 04/06/90 

 6   Kendall (b)   78.3900  06/21/89     416,783       31,691      448,474        149,923         -          598,397        -

 7   Kendall (b)   77.0490  06/21/89      84,754        8,163       92,917        134,592         -          227,509        -

 8   Kendall (b)    5.0000  06/21/89      60,000        5,113       65,113           -          65,113          -           -
                   (5.0000) 10/06/89 

 9   McHenry (b)   51.0300  08/07/89     586,845       22,482      609,327            717         -          610,044        -

10   McHenry (b)  123.9400  08/07/89      91,939        7,224       99,163            600       99,763          -           -
                 (123.9400) 12/06/89

11   McHenry (b)   30.5920  08/07/89     321,216       22,641      343,857          5,478         -          349,335        -

12       Kendall   90.2710  10/31/89     907,389       41,908      949,297            510        7,456       942,351        -
                    (.7090) 04/26/91

13       McHenry   92.7800  11/07/89     251,306       19,188      270,494          3,064         -          273,558        -

14       McHenry   76.2020  11/07/89     419,111       23,402      442,513         42,849         -          485,362        -

15          Lake   84.5564  01/03/90   1,056,955       85,283    1,142,238      1,437,341      264,514     2,315,065     268,398
                  (10.5300) Var 1996 ------------ ------------ ------------ -------------- ------------ ------------- -----------
      Subtotal                         8,499,401      611,108    9,110,509      5,436,562    1,926,831    12,620,240     488,491
</TABLE>

                                   -23-



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

                                                  Notes to Financial Statements
                                                           (continued)



(4) Investments in Land and Improvements (continued)
<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      12/31/96(d) Recognized
------ --------- --------- ---------- ------------ ------------ ------------ -------------- ------------ ----------- -----------
<S> <C>           <C>       <C>       <C>            <C>         <C>             <C>          <C>        <C>           <C>
       Subtotal                         8,499,401      611,108    9,110,509      5,436,562    1,926,831  12,620,240    488,491

16  Kane/Kendall   72.4187  01/29/90    1,273,537       55,333    1,328,870         49,116         -      1,377,986       -

17  McHenry        99.9240  01/29/90      739,635       61,038      800,673        224,192         -      1,024,865       -

18  McHenry        71.4870  01/29/90      496,116       26,259      522,375         17,504       11,109     528,770       -
                   (1.0000) Var 1990
                    (.5200) 03/11/93

19  McHenry        63.6915  02/23/90      490,158       29,158      519,316          6,949         -        526,265       -

20  Kane          224.1480  02/28/90    2,749,800      183,092    2,932,892        220,183        3,651   3,149,424       -
                    (.2790) 10/17/91

21  Kendall       172.4950  03/08/90    1,327,459       75,822    1,403,281        268,659         -      1,671,940       -

22  McHenry       254.5250  04/11/90    2,608,881      136,559    2,745,440         23,719         -      2,769,159       -

23  Kendall       140.0210  05/08/90    1,480,000      116,240    1,596,240        432,521    1,196,909     831,852     14,926
                   (4.4100) Var 1993
                  (35.8800) Var 1994
                   (3.4400) Var 1995

24  Kendall       298.4830  05/23/90    1,359,774       98,921    1,458,695         18,571       83,663   1,393,603     30,026
                  (12.4570) 05/25/90
                   (4.6290) 04/01/96

25  Kane          225.0000  06/01/90    2,600,000      168,778    2,768,778         14,444         -      2,782,222       -
                                      ------------ ------------ ------------ -------------- ------------ ----------- -----------
                                      $23,624,761    1,562,308   25,187,069      6,712,420    3,222,163  28,676,326    533,443
                                      ============ ============ ============ ============== ============ =========== ===========

</TABLE>





                                   -24-




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

                         Notes to Financial Statements
                                  (continued)


(4) Investments in Land and Improvements (continued)

(a) Included in  the  purchase  agreement  of  Parcel  5  was  a condition that
    required the Partnership to  buy  an  option  to purchase an additional 243
    acres immediately to the west of this parcel.  The sale transaction relates
    to the sale of this option.

(b) The Partnership  purchased  from  two  third  parties,  two  sets  of three
    contiguous parcels of land (Parcels 6, 7  and 8; and Parcels 9, 10 and 11).
    The General Partner believes  that  the  total  value  of this land will be
    maximized if it is treated and  marketed  to buyers as six separate parcels
    and closed the transactions as  six  separate purchases to facilitate this.
    Parcels 6, 7 and 8 will be treated  as  one parcel and Parcels 9, 10 and 11
    will be treated as one parcel  for purposes of computing Parcel Capital (as
    defined) and distributions to the Partners.

(c) Reconciliation of real estate owned:

                                          1996               1995
                                          ----               ----
    Balance at January 1,...........  $24,846,973         24,106,379
    Additions during year...........    4,397,239          1,069,759
    Sales during year...............      567,886            329,165
                                      ------------       ------------
    Balance at December 31,.........  $28,676,326         24,846,973
                                      ============       ============


(d) The aggregate cost of real  estate  owned  at December 31, 1996 for Federal
    income tax purposes was approximately $28,700,000 (unaudited).


(5) 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 December 31, 1996, the Partnership  had farm leases of generally one year
in duration, for approximately  2,145  acres  of  the approximately 2,664 acres
owned.


(6) Mortgage Loans Receivable

As a result of the sale  of  four  lots  in  Parcel 23 in 1994, the Partnership
received  mortgage  loans  receivable  totaling  $155,921.  The  loan documents
allowed for the Partnership  to  receive  monthly  interest only payments at an
interest rate of 9% per annum.  For the years ended December 31, 1996 and 1995,
mortgage loans receivable prepaid totaled $73,614 and $40,997, respectively.


                                   -25-



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

                         Notes to Financial Statements
                                  (continued)

                              September 30, 1996
                                  (unaudited)


(7) Notes Payable to Affiliate

On May 1, 1996 and June 1, 1996, the Partnership obtained two separate lines of
credit from the General Partner,  Inland Real Estate Investment Corporation, in
the aggregate amounts of $1,000,000 and $3,000,000, to be used specifically for
the pre-development improvements on two  of the Partnership's land investments,
Parcel 15 and Parcel 1, respectively.    As of December 31, 1996, notes payable
to Affiliate were $2,641,635,  of  which  $594,252  was  applicable to the note
collateralized  by  Parcel   15,   $2,047,383   was   applicable  to  the  note
collateralized by Parcel 1.  For the  year ended December 31, 1996, interest of
$70,909 was capitalized, of which  $3,942  was  unpaid as of December 31, 1996.
The Partnership is required to pay a 1% loan fee to the General Partner on each
line of credit as money is funded.   As of December 31, 1996, loan fees paid to
the General Partner totaled $33,392, all  of  which have been paid and included
in investment in land and improvements.   The note collateralized by Parcel 15,
accrues interest at 10.9%,  and  required  a  principal  paydown of $150,000 on
October 1, 1996, and thereafter  Net  Sales  Proceeds  from Parcel 15 are being
applied first to paydown the note.    This  note  has a maturity date of May 1,
1997.  The note collateralized by Parcel  1, accrues interest at 10.9%, and Net
Sales Proceeds from Parcel 1 are being applied first to paydown the note.  This
note has a maturity date of June 30, 1998.

Additionally, Inland Real Estate  Investment Corporation loaned the Partnership
$160,000 for Partnership operations.    This  note  accrues interest at 10%, of
which $2,361 has been capitalized and is unpaid as of December 31, 1996.


(8) Subsequent Events

During January, February and March 1997, the Partnership sold Lots 6, 27 and 32
in the Countryside Glen Subdivision  (Parcel  15) to unaffiliated third parties
for a total of $303,220.   The  cost  allocated to these lots totalled $96,238,
resulting in gains on sale of $205,320, net of closing costs.

As a result of these sales,  net  sales  proceeds of $301,557 have been used to
paydown the note payable to Affiliate relating to Parcel 15.











                                   -26-




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









                                   -27-



    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.

                                   -28-



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.





                                   -29-



    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.




                                   -30-



    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.









                                   -31-



    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
Sales 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  38  of  the  Prospectus,  and  at  pages  A-6  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  7-9  and "Conflicts of Interest" at
pages 9-11 of the Prospectus, and at pages A-10 through A-19 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 their expenses or
out-of-pocket costs relating to the  administration of the Partnership. For the
year ended December 31, 1996,  such  costs  were  $75,317, of which $40,569 was
unpaid as of December 31, 1996.

The General Partner is entitled  to  receive  an  Asset Management Fee 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  $56,774  in Asset Management Fees, of which
$14,066 was unpaid.

An  Affiliate  of  the  General  Partner  performed  marketing  and advertising
services for the  Partnership's  land  investments  and  was reimbursed (as set
forth under terms of the Partnership  Agreement) for direct costs. For the year
ended December 31, 1996,  the  Partnership  incurred  $57,870 of such costs, of
which $30,091 was unpaid.









                                   -32-



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. For the year ended December 31, 1996,
the Partnership incurred $118,765 of  such  costs, of which $58,347 was unpaid,
and included in the investments in land  and improvements.   As of December 31,
1996, notes payable to Affiliate  was  $2,801,635.  For the year ended December
31, 1996, interest of $73,270 was capitalized, of which $6,303 was unpaid as of
December 31, 1996.  The Partnership  is  required  to  pay a 1% loan fee to the
General Partner on lines of  credit  as  money  is  funded.  As of December 31,
1996, loan fees paid to the General  Partner totaled $33,392, all of which have
been paid and included in investment in land and improvements. 

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    267 Units directly          Less than 1%
       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.







                                   -33-



                                    PART IV


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

  (a) The financial statements listed in  the  index  at page 10 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 Restated Certificate of  Limited  Partnership  and amended and restated
      Agreement of Limited Partnership,  included  as  Exhibits  A and B of the
      Prospectus dated  October  12,  1988  as  supplemented,  are incorporated
      herein by reference thereto.

      4  Form  of  Certificate  of  Ownership  representing  interests  in  the
      registrant filed as Exhibits 4(a)  and  4(b) to Registration Statement on
      Form  S-11,  File  No.  33-18607,  is  incorporated  herein  by reference
      thereto.

      27 Financial Data Schedule

      28 Prospectus, to Form S-11 Registration Statement, File No. 33-18607, as
      filed  with  Securities  Exchange  Commission  on  October  12,  1988, as
      supplemented to date, 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.














                                   -34-



                                  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, 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


                                   -35-