UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 10-Q

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

For the Quarterly Period Ended March 31, 2002or

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

For the transition period from ___________to _____________
Commission File #0-18431Inland Land Appreciation Fund, L.P.(Exact name of registrant as specified in its charter)



|Delaware                          | #36-3544798                            
|--------------------------------- | ---------------------------------------
|(State or other jurisdiction      | (I.R.S. Employer Identification Number)
|of incorporation or organization) |                                        



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

Registrant's telephone number, including area code:  630-218-8000
N/A
(Former name, former address and former
fiscal year, if changed since last report)

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

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 2002 and December 31, 2001
(unaudited)Assets

|                                                                                                                                                                                          |   | 2002       | 2001      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                                                           |   |            |           
|Cash and cash equivalents                                                                                                                                                                 | $ | 117,877    | 188,806   
|Accounts and accrued interest receivable (net of allowance for     doubtful accounts of $593,794 at March 31, 2002) (Note 5)                                                              |   | 379,118    | 969,028   
|Current portion of mortgage loans receivable                                                                                                                                              |   | 144,557    | 144,557   
|Other current assets                                                                                                                                                                      |   | 15,254     | 5,172     
|                                                                                                                                                                                          |   |            |           
|Total current assets                                                                                                                                                                      |   | 656,806    | 1,307,563 
|                                                                                                                                                                                          |   |            |           
|Other assets                                                                                                                                                                              |   | 16,840     | 16,840    
|Loan fees (net of accumulated amortization of $12,855 and $10,284   at March 31, 2002 and December 31, 2001, respectively)                                                                |   | 24,379     | 19,716    
|Mortgage loans receivable, less current portion (Note 5)                                                                                                                                  |   | 2,291,759  | 2,291,799 
|Investments in land and improvements, at cost (including   acquisition fees paid to Affiliates of $848,957 and $850,016 at   March 31, 2002 and December 31, 2001, respectively) (Note 3) |   | 22,967,658 | 22,777,508
|                                                                                                                                                                                          |   |            |           
|Total assets                                                                                                                                                                              | $ | 25,957,442 | 26,413,426
|                                                                                                                                                                                          |   | ========   | ========= 





See accompanying notes to financial statements.

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 2002 and December 31, 2001
(unaudited)Liabilities and Partners' Capital

|                                                                                                                                                                                                   |   | 2002         | 2001        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|Current liabilities:                                                                                                                                                                               |   |              |             
|Accounts payable                                                                                                                                                                                   | $ | 48,216       | 11,035      
|Accrued real estate taxes                                                                                                                                                                          |   | 59,074       | 46,903      
|Due to Affiliates (Note 2)                                                                                                                                                                         |   | 138,015      | 56,006      
|Notes payable to Affiliate (Note 6)                                                                                                                                                                |   | 4,000,984    | 3,993,750   
|Unearned income                                                                                                                                                                                    |   | 302,796      | 269,280     
|                                                                                                                                                                                                   |   |              |             
|Total current liabilities                                                                                                                                                                          |   | 4,549,085    | 4,376,974   
|                                                                                                                                                                                                   |   |              |             
|Deferred gain on sale of investments in land and improvements (Note 5)                                                                                                                             |   | 249,958      | 249,958     
|                                                                                                                                                                                                   |   |              |             
|Partners' capital:                                                                                                                                                                                 |   |              |             
|General Partner:                                                                                                                                                                                   |   |              |             
|Capital contribution                                                                                                                                                                               |   | 500          | 500         
|Cumulative net income                                                                                                                                                                              |   | 172,090      | 178,683     
|Cumulative cash distributions                                                                                                                                                                      |   | (153,743)    | (153,743)   
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 18,847       | 25,440      
|Limited Partners:                                                                                                                                                                                  |   |              |             
|Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at       March 31, 2002 and December 31, 2001 (net of offering costs of       $3,768,113, of which $1,069,764 was paid to Affiliates) |   | 25,873,403   | 25,873,403  
|Cumulative net income                                                                                                                                                                              |   | 8,839,772    | 9,461,274   
|Cumulative cash distributions                                                                                                                                                                      |   | (13,573,623) | (13,573,623)
|                                                                                                                                                                                                   |   |              |             
|                                                                                                                                                                                                   |   | 21,139,552   | 21,761,054  
|                                                                                                                                                                                                   |   |              |             
|Total Partners' capital                                                                                                                                                                            |   | 21,158,399   | 21,786,494  
|                                                                                                                                                                                                   |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                            | $ | 25,957,442   | 26,413,426  
|                                                                                                                                                                                                   |   | =========    | =========   



See accompanying notes to financial statements.
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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 2002 and 2001
(unaudited)

|                                                                                          |   | 2002      | 2001    
|----------------------------------------------------------------------------------------- | - | --------- | --------
|                                                                                          |   |           |         
|Income:                                                                                   |   |           |         
|Sale of investments in land and improvements (Note 4)                                     | $ | 75,636    | 110,385 
|Recognition of deferred gain on sale of investments in land and     improvements (Note 6) |   | -         | 349     
|Rental income (Note 4)                                                                    |   | 63,889    | 67,697  
|Interest income                                                                           |   | -         | 72,336  
|                                                                                          |   |           |         
|                                                                                          |   | 139,525   | 250,767 
|                                                                                          |   |           |         
|Expenses:                                                                                 |   |           |         
|Cost of land sold                                                                         |   | 44,471    | 23,014  
|Professional services to Affiliates                                                       |   | 9,763     | 8,910   
|Professional services to non-affiliates                                                   |   | 29,565    | 22,315  
|General and administrative expenses to Affiliates                                         |   | 7,612     | 7,395   
|General and administrative expenses to non-affiliates                                     |   | 9,393     | 8,356   
|Marketing expenses to Affiliates                                                          |   | 4,762     | 4,057   
|Marketing expenses to non-affiliates                                                      |   | 51,389    | 7,076   
|Land operating expenses to non-affiliates                                                 |   | 14,300    | 14,653  
|Amortization                                                                              |   | 2,571     | 2,571   
|Bad debt expense                                                                          |   | 593,794   | -       
|                                                                                          |   |           |         
|                                                                                          |   | 767,620   | 98,347  
|                                                                                          |   |           |         
|Net income (loss)                                                                         | $ | (628,095) | 152,420 
|                                                                                          |   | =======   | ========

|                                                                                                                                                                       |   |           |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | --------
|Net income (loss) allocated:                                                                                                                                           |   |           |         
|General Partner                                                                                                                                                        | $ | (6,593)   | 647     
|Limited Partners                                                                                                                                                       |   | (621,502) | 151,773 
|                                                                                                                                                                       |   |           |         
|Net income (loss)                                                                                                                                                      | $ | (628,095) | 152,420 
|                                                                                                                                                                       |   | =======   | ========
|Net income (loss) allocated to the one General Partner Unit                                                                                                            | $ | (6,593)   | 647     
|                                                                                                                                                                       |   | =======   | ========
|Net income (loss)per Unit allocated to Limited Partners per weighted   average Limited Partnership Units (29,593 for the three months   ended March 31, 2002 and 2001) | $ | (21.00)   | 5.13    
|                                                                                                                                                                       |   | =======   | ========

See accompanying notes to financial statements.

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 2002 and 2001
(unaudited)

|                                                                                                |   | 2002      | 2001     
|----------------------------------------------------------------------------------------------- | - | --------- | ---------
|Cash flows from operating activities:                                                           |   |           |          
|Net income (loss)                                                                               | $ | (628,095) | 152,420  
|Adjustments to reconcile net income (loss) to net cash provided by in     operating activities: |   |           |          
|Gain on sale of investments in land and improvements                                            |   | (31,165)  | (87,371) 
|Recognition of deferred gain on sale of investments in land and       improvements              |   | -         | (349)    
|Amortization                                                                                    |   | 2,571     | 2,571    
|Bad debt expense                                                                                |   | 593,794   | -        
|Changes in assets and liabilities:                                                              |   |           |          
|Accounts and accrued interest receivable                                                        |   | (3,884)   | (65,829) 
|Other assets                                                                                    |   | (10,082)  | (14,149) 
|Accounts payable                                                                                |   | 37,181    | 8,188    
|Accrued real estate taxes                                                                       |   | 12,171    | 12,744   
|Due to Affiliates                                                                               |   | 82,009    | (16,725) 
|Unearned income                                                                                 |   | 33,516    | 102,513  
|                                                                                                |   |           |          
|Net cash provided by operating activities                                                       |   | 88,016    | 94,013   
|                                                                                                |   |           |          
|Cash flows from investing activities:                                                           |   |           |          
|Additions to investments in land and improvements                                               |   | (234,621) | (335,338)
|Principal payments collected on mortgage loans receivable                                       |   | 40        | 7,079    
|Proceeds from disposition of investments in land and improvements                               |   | 75,636    | 110,385  
|                                                                                                |   |           |          
|Net cash used in investing activities                                                           |   | (158,945) | (217,874)
|                                                                                                |   |           |          
|Net decrease in cash and cash equivalents                                                       |   | (70,929)  | (123,861)
|Cash and cash equivalents at beginning of period                                                |   | 188,806   | 920,893  
|                                                                                                |   |           |          
|Cash and cash equivalents at end of period                                                      | $ | 117,877   | 797,032  
|                                                                                                |   | ========= | =========

-5-

See accompanying notes to financial statements.

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2002
(unaudited)

Readers of this Quarterly Report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2001, which are included in the Partnership's 2001 Annual Report, as certain footnote disclosures which would duplicate those contained in such audited financial statements have been omitted from this Report.



(1)  Organization and Basis of Accounting

The Registrant, Inland Land Appreciation Fund, 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 March 31, 2002, the Partnership has repurchased a total of 407.75 Units for $359,484 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.

Except as described in footnote (b) to Note 3 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 preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

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

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 2002
(unaudited)

(2)  Transactions with Affiliates

The General Partner and its Affiliates are entitled to reimbursement for salaries and expenses of employees of the General Partner and its Affiliates relating to the administration of the Partnership.  Such costs are included in professional services and general and administrative expenses to Affiliates, of which $5,197 and $3,342 were unpaid as of March 31, 2002 and December 31, 2001, respectively.

An Affiliate of the General Partner performed marketing and advertising services for the Partnership and was reimbursed  (as set forth under terms of the Partnership Agreement) for direct costs. Such costs of $4,762 and $4,057 have been incurred and are included in marketing expenses to Affiliates for the three months ended March 31, 2002 and 2001, respectively. As of March 31, 2002 and December 31, 2001, all of such fees were paid.

An Affiliate of the General Partner performed property upgrades, rezoning, annexation and other activities to prepare the Partnership's land investments for sale and was reimbursed (as set forth under terms of the Partnership Agreement) for salaries and direct costs.  The Affiliate did not recognize a profit on any project.  Such costs are included in investments in land.

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

(3)   Investments in Land and Improvements



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

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INLAND LAND APPRECIATION FUND, L.P.

(a limited partnership)



Notes to Financial Statements

(continued)

(3) Investments in Land and Improvements (continued)



|Initial Costs
|-------------
|             
|Parcel       
|             
|10           
|             
|             
|11           
|             
|12           
|             
|             
|13           
|             
|             
|             
|14           
|             
|15           
|             
|             
|             
|             
|16           
|             
|             
|             
|             
|17           
|             
|             
|18           
|             
|             

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INLAND LAND APPRECIATION FUND, L.P.

(a limited partnership)



Notes to Financial Statements

(continued)

(3) Investments in Land and Improvements (continued)



|Initial Costs
|-------------
|             
|Parcel       
|             
|19           
|             
|20           
|             
|             
|21           
|             
|             
|22           
|             
|23           
|             
|             
|             
|             
|             
|24           
|             
|             
|             
|25           
|             
|             
|             

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2002
(unaudited)

(3) Investments in Land and Improvements (continued)

1. 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.
2. The Partnership purchased from two independent 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.
3. Reconciliation of investments in land and improvements owned:



|                         |   | March 31,  | December 31,
|------------------------ | - | ---------- | ------------
|                         |   | 2002       | 2001        
|                         |   |            |             
|Balance at January 1,    | $ | 22,777,508 | 21,107,017  
|Additions during period  |   | 234,621    | 2,055,105   
|Sales during period      |   | (44,471)   | (384,614)   
|                         |   |            |             
|Balance at end of period | $ | 22,967,658 | 22,777,508  
|                         |   | ========== | ==========  

(4) Farm Rental Income

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

As of March 31, 2002, the Partnership had farm leases of generally one year in duration, for approximately 1,855 acres of the approximately 2,026 acres owned.

-11-

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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 2002
(unaudited)

(5)  Mortgage Loans Receivable

Mortgage loans receivable are the result of sales of Parcels, in whole or in part.  The Partnership has recorded a deferred gain on these sales.  The deferred gain will be recognized over the life of the related mortgage loan receivable as principal payments are received.  At March 31, 2002, the fair market value of the mortgage loans receivable approximated their carrying value.



|                                     |          |               | Principal Balance | Principal Balance | Accrued Interest Receivable | Deferred Gain
|------------------------------------ | -------- | ------------- | ----------------- | ----------------- | --------------------------- | -------------
|Parcel                               | Maturity | Interest Rate | 03/31/02          | 12/31/01          | 03/31/02                    | 03/31/02     
|                                     |          |               |                   |                   |                             |              
|1                                    | 12/30/03 | 9.00%         | $  1,233,175      | 1,233,215         | 423,794                     | 60,751       
|                                     |          |               |                   |                   |                             |              
|15                                   | 06/30/02 | 9.00%         | 144,557           | 144,557           | 123,358                     | -            
|                                     |          |               |                   |                   |                             |              
|21                                   | 06/30/03 | 9.00%         | 656,050           | 656,050           | 286,779                     | 175,147      
|                                     |          |               |                   |                   |                             |              
|23                                   | 08/26/03 | 9.00%         | 402,534           | 402,534           | 135,097                     | 9,112        
|                                     |          |               |                   |                   |                             |              
|                                     |          |               | 2,436,316         | 2,436,356         | 969,028                     | 249,958      
|                                     |          |               |                   |                   |                             |              
|Less allowance for doubtful accounts | -        | -             | 593,794           | -                
|                                     |          |               |                   |                   |                             |              
|                                     |          |               | $  2,436,316      | 2,436,356         | 375,234                     | 249,958      
|                                     |          |               | ========          | ========          | ========                    | ========     

(6)  Notes Payable to Affiliate

On December 31, 1998, the Partnership obtained a loan from the General Partner in the amount of $2,493,750 solely collateralized by Parcel 5. The note accrues interest at 7.2% and has a maturity date which was extended to December 29, 2002. For the three months ended March 31, 2002, interest of $33,991 was capitalized, all of which was unpaid as of March 31, 2002.



On December 6, 2000, the Partnership obtained a loan from the General Partner in the amount of $1,500,000 collateralized by Parcels 17, 18 and 22.  The note accrues interest at 8.75% and has a maturity date of November 30, 2003.  For the three months ended March 31, 2002, interest of $32,813 was capitalized, all of which was unpaid as of March 31, 2002.



At March 31, 2002, the fair market value of the notes payable to Affiliate approximated their carrying value.

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

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



Liquidity and Capital Resources

On 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 March 31, 2002, the Partnership has had multiple sales transactions, through which it has disposed of approximately 1,076 acres of the approximately 3,102 acres originally owned.  As of March 31, 2002, cumulative distributions to the Limited Partners have totaled $13,573,623 (which represents a return of Invested Capital, as defined in the Partnership Agreement) and $153,743 to the General Partner.  Through March 31, 2002, the Partnership has used $15,037,192 of working capital reserve for rezoning and other activities.  Such amounts have been capitalized and are included in investments in land.

The Partnership's capital needs and resources will vary depending upon a number of factors, including the extent to which the Partnership conducts rezoning and other activities relating to utility access, the installation of roads, subdivision and/or annexation of land to a municipality, changes in real estate taxes affecting the Partnership's land, and the amount of revenue received from leasing.  As of March 31, 2002, the Partnership owns, in whole or in part, sixteen 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.

At March 31, 2002, the Partnership had cash and cash equivalents of $117,877, of which approximately $43,000 is reserved for the repurchase of Units through the Unit Repurchase Program. The remaining amount 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 has increased its parcel sales effort in anticipation of rising land values.

-13-

---

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.  Parcels 4, 6 and 7 have completed two phases of improvements for an industrial park and sites are being marketed. A third phase is slated for 2002.  Parcel 16 has been zoned with development and sales marketing underway. Zoning discussions have begun on Parcel 12, 17, 18 and 22.

Results of Operations

As of March 31, 2002, the Partnership owned sixteen parcels of land consisting of approximately 2,026 acres.  Of the 2,026 acres owned, approximately 1,855 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 investment in land and improvements and the cost of land sold for the three months ended March 31, 2002 is the result of the sale of approximately 1 acre of Parcel 4. Income from the sale of investments in land and improvements and the cost of land sold for the three months ended March 31, 2001 is the result of the sale of approximately 1.4 acres of Parcel 4

Marketing expenses to non-affiliates increased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001, due to an increase in marketing, advertising and travel expenses relating to marketing the land portfolio to prospective purchasers.

As of March 31, 2002, the Partnership has recorded an allowance for doubtful accounts of $593,794 relating to the accrued interest receivable on mortgage loans resulting from the sale of various parcels.



PART II - Other Information

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

-14-

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SIGNATURES

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



|      | INLAND LAND APPRECIATION FUND, L.P.      
|----- | -----------------------------------------
|      |                                          
|By:   | Inland Real Estate Investment Corporation
|      | General Partner                          
|      |                                          
|      |                                          
|      | /S/ ROBERT D. PARKS                      
|      |                                          
|By:   | Robert D. Parks                          
|      | Chairman                                 
|Date: | May 14, 2002                             
|      |                                          
|      |                                          
|      | /S/ PATRICIA A. DELROSSO                 
|      |                                          
|By:   | Patricia A. DelRosso                     
|      | Senior Vice President                    
|Date: | May 14, 2002                             
|      |                                          
|      |                                          
|      | /S/ KELLY TUCEK                          
|      |                                          
|By:   | Kelly Tucek                              
|      | Principal Financial Officer and          
|      | Principal Accounting Officer             
|Date: | May 14, 2002                             

-15-