UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q





|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
|X | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
|  |                                                                                                                                    
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM     TO     



COMMISSION FILE NUMBER: 0-18431





Inland Land Appreciation Fund, L.P.

(Exact name of registrant as specified in its charter)





|Delaware                 | 36-3545798                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)







2901 Butterfield Road, Oak Brook, IL  60523

(Address of principal executive offices)(Zip Code)



630-218-8000

(Registrants telephone number, including area code)

___________________________________________







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 the filing requirements for at least the past 90 days.

Yes X     No  o



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes q     No  X



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No  X











-1-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
September 30, 2005 and December 31, 2004
(unaudited)



Assets





|                                                                                                                                                                                                        |   | 2005       | 2004      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ----------
|Current assets:                                                                                                                                                                                         |   |            |           
|Cash and cash equivalents                                                                                                                                                                               | $ | 3,252,739  | 601,956   
|Accounts and accrued interest receivable (net of allowance for doubtful     accounts of $423,794 at September 30, 2005 and December 31, 2004)     (Note 5)                                              |   | 22,176     | 1,401     
|Mortgage loans receivable (net of allowance for doubtful accounts of     $1,233,175 at September 30, 2005 and December 31, 2004) (Note 5)                                                               |   | -          | -         
|Other current assets                                                                                                                                                                                    |   | 13,617     | 19,410    
|                                                                                                                                                                                                        |   |            |           
|Total current assets                                                                                                                                                                                    |   | 3,288,532  | 622,767   
|                                                                                                                                                                                                        |   |            |           
|Other assets                                                                                                                                                                                            |   | 5,729      | 5,729     
|Investments in land and improvements, at cost (including acquisition fees paid   to Affiliates of $487,869 and $495,417 at September 30, 2005 and   December 31, 2004, respectively) (Notes 1, 2 and 3) |   | 14,376,571 | 14,744,224
|                                                                                                                                                                                                        |   |            |           
|Total assets                                                                                                                                                                                            | $ | 17,670,832 | 15,372,720
|                                                                                                                                                                                                        |   |            |           



See accompanying notes to financial statements.



-2-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
September 30, 2005 and December 31, 2004
(unaudited)Liabilities and Partners' Capital





|                                                                                                                                                                                                        |   | 2005         | 2004        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | ------------
|                                                                                                                                                                                                        |   |              |             
|Current liabilities:                                                                                                                                                                                    |   |              |             
|Accounts payable                                                                                                                                                                                        | $ | 48,517       | 87,486      
|Accrued real estate taxes                                                                                                                                                                               |   | 29,507       | 43,458      
|Due to Affiliates (Note 2)                                                                                                                                                                              |   | 37,751       | 21,438      
|Unearned income                                                                                                                                                                                         |   | 7,687        | 28,830      
|                                                                                                                                                                                                        |   |              |             
|Total liabilities                                                                                                                                                                                       |   | 123,462      | 181,212     
|                                                                                                                                                                                                        |   |              |             
|Partners' capital:                                                                                                                                                                                      |   |              |             
|General Partner:                                                                                                                                                                                        |   |              |             
|Capital contribution                                                                                                                                                                                    |   | 500          | 500         
|Cumulative net income                                                                                                                                                                                   |   | 4,068,605    | 4,068,447   
|Cumulative cash distributions                                                                                                                                                                           |   | (4,054,072)  | (4,054,072) 
|                                                                                                                                                                                                        |   |              |             
|                                                                                                                                                                                                        |   | 15,033       | 14,875      
|Limited Partners:                                                                                                                                                                                       |   |              |             
|Units of $1,000. Authorized 30,001 Units, 29,593 outstanding at       September 30, 2005 and December 31, 2004, (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                                                                                                                                                                                   |   | 24,828,840   | 22,473,136  
|Cumulative cash distributions                                                                                                                                                                           |   | (33,169,906) | (33,169,906)
|                                                                                                                                                                                                        |   |              |             
|                                                                                                                                                                                                        |   | 17,532,337   | 15,176,633  
|                                                                                                                                                                                                        |   |              |             
|Total Partners' capital                                                                                                                                                                                 |   | 17,547,370   | 15,191,508  
|                                                                                                                                                                                                        |   |              |             
|Total liabilities and Partners' capital                                                                                                                                                                 | $ | 17,670,832   | 15,372,720  
|                                                                                                                                                                                                        |   |              |             

See accompanying notes to financial statements.



-3-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
For the three and nine months ended September 30, 2005 and 2004
(unaudited)

|                                                              |   | Three months       | Three months       | Nine months        | Nine months       
|------------------------------------------------------------- | - | ------------------ | ------------------ | ------------------ | ------------------
|                                                              |   | ended              | ended              | ended              | ended             
|                                                              |   | September 30, 2005 | September 30, 2004 | September 30, 2005 | September 30, 2004
|Income:                                                       |   |                    |                    |                    |                   
|Sale of investments in land and     improvements (Note 3)     | $ | 2,913,793          | 237,243            | 3,046,667          | 16,847,378        
|Rental income (Note 4)                                        |   | 39,470             | 41,573             | 116,563            | 126,266           
|Interest income                                               |   | 19,753             | 15,689             | 25,230             | 41,164            
|Other income                                                  |   | 5,035              | 2,300              | 7,085              | 6,225             
|                                                              |   |                    |                    |                    |                   
|                                                              |   | 2,978,051          | 296,805            | 3,195,545          | 17,021,033        
|                                                              |   |                    |                    |                    |                   
|Expenses:                                                     |   |                    |                    |                    |                   
|Cost of land sold                                             |   | 630,783            | 133,976            | 706,561            | 6,492,519         
|Professional services to Affiliates                           |   | 6,505              | 3,594              | 18,855             | 22,467            
|Professional services to non-affiliates                       |   | 2,498              | 5,079              | 35,455             | 53,653            
|General and administrative expenses to     Affiliates         |   | 3,246              | 3,295              | 15,466             | 15,787            
|General and administrative expenses to     non-affiliates     |   | 30,087             | 7,405              | 34,104             | 161,844           
|Marketing expenses to Affiliates                              |   | 5,119              | 18,640             | 15,353             | 29,724            
|Marketing expenses to non-affiliates                          |   | 3,675              | 3,281              | 24,238             | 24,376            
|Land operating expenses to non-    affiliates                 |   | 19,847             | 21,701             | 49,651             | 49,078            
|Amortization                                                  |   | -                  | 11,730             | -                  | 18,858            
|Provision (recovery) for loan losses and     bad debt expense |   | (60,000)           | -                  | (60,000)           | -                 
|                                                              |   |                    |                    |                    |                   
|                                                              |   | 641,760            | 208,701            | 839,683            | 6,868,306         
|                                                              |   |                    |                    |                    |                   
|Net income                                                    | $ | 2,336,291          | 88,104             | 2,355,862          | 10,152,727        



See accompanying notes to financial statements.



-4-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
(continued)
For the three and nine months ended September 30, 2005 and 2004
(unaudited)



|                                                                                                                                                                                                        |   | Three months       | Three months       | Nine months        | Nine months       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ------------------ | ------------------ | ------------------
|                                                                                                                                                                                                        |   | ended              | ended              | ended              | ended             
|                                                                                                                                                                                                        |   | September 30, 2005 | September 30, 2004 | September 30, 2005 | September 30, 2004
|                                                                                                                                                                                                        |   |                    |                    |                    |                   
|Net income (loss) allocated to:                                                                                                                                                                         |   |                    |                    |                    |                   
|General Partner                                                                                                                                                                                         | $ | 533                | (151)              | 158                | 2,133,529         
|Limited Partners                                                                                                                                                                                        |   | 2,335,758          | 88,255             | 2,355,704          | 8,019,198         
|                                                                                                                                                                                                        |   |                    |                    |                    |                   
|Net income                                                                                                                                                                                              | $ | 2,336,291          | 88,104             | 2,355,862          | 10,152,727        
|                                                                                                                                                                                                        |   |                    |                    |                    |                   
|Net income (loss) allocated to the one   General Partner Unit                                                                                                                                           | $ | 533                | (151)              | 158                | 2,133,529         
|                                                                                                                                                                                                        |   |                    |                    |                    |                   
|Net income per Unit, basic and diluted,
  allocated to Limited Partners per   weighted average Limited Partnership   Units (29,593 for the three and nine
  months ended September 30, 2005 and
  2004) | $ | 78.93              | 2.98               | 79.60              | 270.98            

See accompanying notes to financial statements



-5-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the nine months ended September 30, 2005 and 2004
(unaudited)

|                                                                                   |   | 2005        | 2004        
|---------------------------------------------------------------------------------- | - | ----------- | ------------
|Cash flows from operating activities:                                              |   |             |             
|Net income                                                                         | $ | 2,355,862   | 10,152,727  
|Adjustments to reconcile net income to net cash used in
     operating activities: |   |             |             
|Gain on sale of investments in land and improvements                               |   | (2,340,106) | (10,354,859)
|Provision for (recovery of) loan losses and bad debt expense                       |   | (60,000)    | -           
|Amortization                                                                       |   | -           | 18,858      
|Changes in assets and liabilities:                                                 |   |             |             
|Accounts and accrued interest receivable                                           |   | (20,775)    | (33,898)    
|Other current assets                                                               |   | 5,793       | 13,806      
|Accounts payable                                                                   |   | (38,969)    | 95,635      
|Accrued real estate taxes                                                          |   | (13,951)    | (23,214)    
|Due to Affiliates                                                                  |   | 16,313      | (190,954)   
|Unearned income                                                                    |   | (21,143)    | (7,857)     
|                                                                                   |   |             |             
|Net cash used in operating activities                                              |   | (116,976)   | (329,756)   
|                                                                                   |   |             |             
|Cash flows from investing activities:                                              |   |             |             
|Principal payments on mortgage loans receivable                                    |   | 60,000      | -           
|Additions to investments in land and improvements                                  |   | (338,908)   | (578,892)   
|Proceeds from disposition of investments in land and improvements                  |   | 3,046,667   | 16,847,378  
|                                                                                   |   |             |             
|Net cash provided by investing activities                                          |   | 2,767,759   | 16,268,486  
|                                                                                   |   |             |             
|Cash flows from financing activities:                                              |   |             |             
|Distributions                                                                      |   | -           | (10,000,000)
|Principal payments on notes payable to Affiliates                                  |   | -           | (2,317,057) 
|                                                                                   |   |             |             
|Net cash used in financing activities                                              |   | -           | (12,317,057)
|                                                                                   |   |             |             
|Net increase in cash and cash equivalents                                          |   | 2,650,783   | 3,621,673   
|Cash and cash equivalents at beginning of period                                   |   | 601,956     | 965,756     
|                                                                                   |   |             |             
|Cash and cash equivalents at end of period                                         | $ | 3,252,739   | 4,587,429   



See accompanying notes to financial statements.



-6-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
September 30, 2005
(unaudited)

Readers of this quarterly report should refer to the Partnership's audited financial statements for the fiscal year ended December 31, 2004, which are included in the Partnership's 2004 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 or 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 units purchased by the General Partner or the Initial Limited Partner. All of the holders of these Units were 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 September 30, 2005, the Partnership had repurchased a total of 407.75 Units for $359,484 from various Limited Partners through the unit repurchase program.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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.

In the opinion of management, the financial statements contain all the adjustments necessary 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.

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.





-7-



INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2005
(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 $10,856 and $5,422 were unpaid as of September 30, 2005 and December 31, 2004, 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 $15,353 and $29,724 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2005 and 2004, respectively, all of which was paid as of September 30, 2005 and December 31, 2004.

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 nine months ended September 30, 2005 and 2004, the Partnership incurred $122,049 and $168,997, respectively, of such costs. The affiliate did not recognize a profit on any project. Such costs are included in investments in land and improvements, of which $26,895 and $16,016 were unpaid as of September 30, 2005 and December 31, 2004, respectively.







-8-



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



(3) Investments in Land and Improvements



|       |             |                       |                |   | Initial Costs |             |           |                                  |                  
|------ | ----------- | --------------------- | -------------- | - | ------------- | ----------- | --------- | -------------------------------- | -----------------
|       | Illinois    | Gross Acres Purchased | Purchase/Sales |   | Original      | Acquisition | Total     | Costs  Capitalized Subsequent to | Costs of Property
|Parcel | County      | (Sold)                | Date           |   | Costs         | Costs       | Costs     | Acquisition                      | Sold             
|       |             |                       |                |   |               |             |           |                                  |                  
|1      | Kendall     | 84.7360               | 01/19/89       | $ | 423,680       | 61,625      | 485,305   | 5,462,589                        | 5,947,894        
|       |             | (3.5200)              | 12/24/96       |   |               |             |           |                                  |                  
|       |             | (.3520)               | 11/25/97       |   |               |             |           |                                  |                  
|       |             | (80.8640)             | 12/29/97       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  
|2      | McHenry     | 223.4121              | 01/19/89       |   | 650,000       | 95,014      | 745,014   | 26,816                           | 771,830          
|       |             | (183.3759)            | 12/27/90       |   |               |             |           |                                  |                  
|       |             | (40.0362)             | 05/11/00       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  
|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   | 1,210,071                        | 1,436,893        
|       |             | (.4860)               | 02/28/91       |   |               |             |           |                                  |                  
|       |             | (27.5750)             | 08/25/95       |   |               |             |           |                                  |                  
|       |             | (4.4000)              | Var 2001       |   |               |             |           |                                  |                  
|       |             | (2.1470)              | Var 2002       |   |               |             |           |                                  |                  
|       |             | (23.1033)             | Var 2003       |   |               |             |           |                                  |                  
|       |             | (6.7800)              | Var 2004       |   |               |             |           |                                  |                  
|       |             | (.9900)               | 06/06/05       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  
|5      | Kendall (a) | 372.2230              | 05/03/89       |   | 2,532,227     | 135,943     | 2,668,170 | 456,398                          | 3,124,568        
|       |             | (Option)              | 04/06/90       |   |               |             |           |                                  |                  
|       |             | (372.2230)            | 06/20/03       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  
|6      | Kendall (b) | 78.3900               | 06/21/89       |   | 416,783       | 31,691      | 448,474   | 1,370,525                        | 674,518          
|       |             | (3.9500)              | 11/01/00       |   |               |             |           |                                  |                  
|       |             | (30.0000)             | 07/12/05       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  
|7      | Kendall (b) | 77.0490               | 06/21/89       |   | 84,754        | 8,163       | 92,917    | 1,329,773                        | -                
|       |             |                       |                |   |               |             |           |                                  |                  
|8      | Kendall (b) | 5.0000                | 06/21/89       |   | 60,000        | 5,113       | 65,113    | -                                | 65,113           
|       |             | (5.0000)              | 10/06/89       |   |               |             |           |                                  |                  
|       |             |                       |                |   |               |             |           |                                  |                  





-9-



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



(3) Investments in Land and Improvements (continued)



|       |             |                       |                |   | Initial Costs |             |           |                                 |                  
|------ | ----------- | --------------------- | -------------- | - | ------------- | ----------- | --------- | ------------------------------- | -----------------
|       | Illinois    | Gross Acres Purchased | Purchase/Sales |   | Original      | Acquisition | Total     | Costs Capitalized Subsequent to | Costs of Property
|Parcel | County      | (Sold)                | Date           |   | Costs         | Costs       | Costs     | Acquisition                     | Sold             
|       |             |                       |                |   |               |             |           |                                 |                  
|9      | McHenry (b) | 51.0300               | 08/07/89       | $ | 586,845       | 22,482      | 609,327   | 51,624                          | -                
|       |             |                       |                |   |               |             |           |                                 |                  
|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   | 56,854                          | -                
|       |             |                       |                |   |               |             |           |                                 |                  
|12     | Kendall     | 90.2710               | 10/31/89       |   | 907,389       | 41,908      | 949,297   | 246,964                         | 1,196,261        
|       |             | (.7090)               | 04/26/91       |   |               |             |           |                                 |                  
|       |             | (89.562)              | 03/10/04       |   |               |             |           |                                 |                  
|       |             |                       |                |   |               |             |           |                                 |                  
|13     | McHenry     | 92.7800               | 11/07/89       |   | 251,306       | 19,188      | 270,494   | 18,745                          | 289,239          
|       |             | (2.0810)              | 09/18/97       |   |               |             |           |                                 |                  
|       |             | (90.6990)             | 02/15/01       |   |               |             |           |                                 |                  
|       |             |                       |                |   |               |             |           |                                 |                  
|14     | McHenry     | 76.2020               | 11/07/89       |   | 419,111       | 23,402      | 442,513   | 165,328                         | -                
|       |             |                       |                |   |               |             |           |                                 |                  
|15     | Lake        | 84.5564               | 01/03/90       |   | 1,056,955     | 85,283      | 1,142,238 | 1,661,344                       | 2,803,582        
|       |             | (10.5300)             | Var 1996       |   |               |             |           |                                 |                  
|       |             | (5.4680)              | Var 1997       |   |               |             |           |                                 |                  
|       |             | (68.5584)             | Var 1998       |   |               |             |           |                                 |                  
|       |             |                       |                |   |               |             |           |                                 |                  
|16     | Kane/       | 72.4187               | 01/29/90       |   | 1,273,537     | 55,333      | 1,328,870 | 706,718                         | 2,035,588        
|       | Kendall     | (30.9000)             | 07/10/98       |   |               |             |           |                                 |                  
|       |             | (10.3910)             | 12/15/99       |   |               |             |           |                                 |                  
|       |             | (3.1000)              | 12/12/00       |   |               |             |           |                                 |                  
|       |             | (28.0277)             | 05/19/03       |   |               |             |           |                                 |                  
|       |             |                       |                |   |               |             |           |                                 |                  
|17     | McHenry     | 99.9240               | 01/29/90       |   | 739,635       | 61,038      | 800,673   | 953,323                         | 320,961          
|       |             | (27.5100)             | 01/29/99       |   |               |             |           |                                 |                  





-10-



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



(3) Investments in Land and Improvements (continued)



|       |          |                       |                |   | Initial Costs |             |            |                                 |                  
|------ | -------- | --------------------- | -------------- | - | ------------- | ----------- | ---------- | ------------------------------- | -----------------
|       | Illinois | Gross Acres Purchased | Purchase/Sales |   | Original      | Acquisition | Total      | Costs Capitalized Subsequent to | Costs of Property
|Parcel | County   | (Sold)                | Date           |   | Costs         | Costs       | Costs      | Acquisition                     | Sold             
|18     | McHenry  | 71.4870               | 01/29/90       | $ | 496,116       | 26,259      | 522,375    | 231,563                         | 11,109           
|       |          | (1.0000)              | Var 1990       |   |               |             |            |                                 |                  
|       |          | (.5200)               | 03/11/93       |   |               |             |            |                                 |                  
|       |          |                       |                |   |               |             |            |                                 |                  
|19     | McHenry  | 63.6915               | 02/23/90       |   | 490,158       | 29,158      | 519,316    | 181,028                         | -                
|       |          |                       |                |   |               |             |            |                                 |                  
|20     | Kane     | 224.1480              | 02/28/90       |   | 2,749,800     | 183,092     | 2,932,892  | 1,938,930                       | 4,871,822        
|       |          | (.2790)               | 10/17/91       |   |               |             |            |                                 |                  
|       |          | (223.869)             | 02/20/04       |   |               |             |            |                                 |                  
|       |          |                       |                |   |               |             |            |                                 |                  
|21     | Kendall  | 172.4950              | 03/08/90       |   | 1,327,459     | 75,822      | 1,403,281  | 954,415                         | 2,357,696        
|       |          | (172.4950)            | Var 1998       |   |               |             |            |                                 |                  
|       |          |                       |                |   |               |             |            |                                 |                  
|22     | McHenry  | 254.5250              | 04/11/90       |   | 2,608,881     | 136,559     | 2,745,440  | 270,723                         | -                
|       |          |                       |                |   |               |             |            |                                 |                  
|23     | Kendall  | 140.0210              | 05/08/90       |   | 1,480,000     | 116,240     | 1,596,240  | 909,395                         | 2,505,635        
|       |          | (4.4100)              | Var 1993       |   |               |             |            |                                 |                  
|       |          | (35.8800)             | Var 1994       |   |               |             |            |                                 |                  
|       |          | (3.4400)              | Var 1995       |   |               |             |            |                                 |                  
|       |          | (96.2910)             | 08/26/99       |   |               |             |            |                                 |                  
|       |          |                       |                |   |               |             |            |                                 |                  
|24     | Kendall  | 298.4830              | 05/23/90       |   | 1,359,774     | 98,921      | 1,458,695  | 78,473                          | 436,638          
|       |          | (12.4570)             | 05/25/90       |   |               |             |            |                                 |                  
|       |          | (4.6290)              | 04/01/96       |   |               |             |            |                                 |                  
|       |          | (69.82)               | 11/26/02       |   |               |             |            |                                 |                  
|       |          |                       |                |   |               |             |            |                                 |                  
|25     | Kane     | 225.0000              | 06/01/90       |   | 2,600,000     | 168,778     | 2,768,778  | 58,718                          | -                
|       |          |                       |                |   |               |             |            |                                 |                  
|       | Totals   |                       |                | $ | 23,624,761    | 1,562,308   | 25,187,069 | 18,340,917                      | 29,151,415       
|       |          |                       |                |   |               |             |            |                                 |                  





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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2005
(unaudited)

(3) 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 1990 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 investments in land and improvements owned:



|                         |   | September 30, | December 31
|------------------------ | - | ------------- | -----------
|                         |   | 2005          | 2004       
|                         |   |               |            
|Balance at January 1,    | $ | 14,744,224    | 20,517,279 
|Additions during period  |   | 338,908       | 719,464    
|Sales during period      |   | (706,561)     | (6,492,519)
|                         |   |               |            
|Balance at end of period | $ | 14,376,571    | 14,744,224 





(4) 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 September 30, 2005, the Partnership had farm leases of generally one year in duration, for approximately 899 acres of the approximately 1,180 acres owned.

(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.  As of September 30, 2005, the mortgage loans receivable and the related deferred gain are fully reserved.

As of September 30, 2005, the Partnership received a payment of $60,000 on a mortgage loan receivable previously reserved and recorded a recovery of loan losses and bad debt expense.



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INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
September 30, 2005
(unaudited)



|                                     |           |               | Principal Balance | Principal Balance | Accrued Interest Receivable | Deferred Gain
|------------------------------------ | --------- | ------------- | ----------------- | ----------------- | --------------------------- | -------------
|Parcel                               | Maturity  | Interest Rate | 09/30/05          | 12/31/04          | 09/30/05                    | 09/30/05     
|                                     |           |               |                   |                   |                             |              
|1                                    | 03/01/05  | 9.00%         | $  1,233,175      | 1,233,175         | 423,794                     | 60,752       
|                                     |           |               |                   |                   |                             |              
|Less allowance for doubtful accounts | 1,233,175 | 1,233,175     | 423,794           | 60,752           
|                                     |           |               |                   |                   |                             |              
|                                     |           |               | $       -         | -                 | -                           | -            



The General Partner determined that the maximum value of Parcel 1 could be realized if the parcel was developed and sold as individual lots. However, if we had followed that plan, there is a possibility that the limited partners may have been subject to unrelated business taxable income. Therefore, the Partnership sold the parcel to a third party developer whereby 100% of the sales price was represented by notes receivable from the buyer. The transaction was deemed an installment sale. After the sale, the developer, through a limited liability company (LLC), secured third party financing to cover the deferred down payment owed to the Partnership as well as provide proceeds to begin the development of the project. The sale was structured so that the down payment received at the time of the sale was sufficient to provide a distribution to the Limited Partners that equated to the parcel capital allocated to the parcel plus approximately a 6% return per annum on the parcel capital through the date of the distribution.

The velocity of the developer's individual lot sales was slower than originally projected and consequently the developer's carrying costs were higher. The developer obtained a loan from an affiliate of the General Partner. These funds were used for operating costs and to continue the development of the project. As a result of the slower lot sales, the net sale proceeds available to the Partnership were lower than anticipated. Management continued to review the project and determined that the collectibility of the receivable was doubtful. As a result, management elected to reserve $1,233,175 of principal and $423,794 of accrued interest relating to the mortgage receivable. The deferred gain of $60,752 relating to the mortgage loans receivable was also reserved and recorded against bad debt expense in 2003.

The General Partner guaranteed the third party development loans owed by the LLC. In reviewing the developments financial situation, the General Partner determined that it would be in its best interest to have an affiliate acquire the interest in the LLC. The General Partner and its affiliates concluded that they could better control the continuing costs to complete the development and would therefore have the best opportunity to limit their exposure under the guarantee agreements and possibly recover a portion of the amount owed to the Partnership. An affiliate of the General Partner acquired the interests in the LLC and paid off the debt under its guarantee of the LLC loans. The affiliate of the General Partner will complete the development and the sale of the project.

(6) Subsequent Events



On October 6, 2005, we sold the remaining lot of Parcel 4 for approximately $548,000 and recorded a gain of approximately $208,000.





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

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report on Form 10-Q constitute  "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our 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, the ability to obtain annexation and zoning approvals required to develop our properties; the approval of local governing bodies to develop our properties; successful lobbying of local "no growth" or limited development homeowner groups; adverse changes in real estate, financing and general economic or local conditions; eminent domain proceedings; changes in the environmental conditions or changes in the environmental positions of governmental bodies; and potential conflicts of interest between us and our affiliates, including our general partner.

We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC).  The public may read and copy any of the reports that are filed with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference room by calling the SEC at (800)-SEC-0330.  The SEC maintains an Internet site at (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release or FRR No. 60 "Cautionary Advice Regarding Disclosure About Critical Accounting Policies."  A critical accounting policy is one that would materially affect our operations or financial condition, and requires management to make estimates or judgements in certain circumstances. We believe that our most critical accounting policies relate to how we value our investment properties and mortgage loans receivable, cost allocation and revenue recognition.  These judgements often result from the need to make estimates about the effect of matters that are inherently uncertain.  The purpose of the FRR is to require companies to provide investors with an understanding of how management forms these policies.  Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP.  GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates.  The following disclosure discusses judgements known to management pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions.

Valuation of Investment Properties - On a quarterly basis, in accordance with Statement of Financial Accounting Standards No. 144, we conduct an impairment analysis to ensure that the carrying value of each property does not exceed its estimated fair value.  If this were to occur, we would be required to record an impairment loss equal to the excess of carrying value over fair value.

In determining the value of an investment property and whether the property is impaired, management considers several factors such as projected capital expenditures and sales prices. The aforementioned factors are considered by management in determining the value of any particular property.  The value of any particular property is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole.  Should the actual results differ from management's judgement, the valuation could be negatively or positively affected.

The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does change based on management's continuous process of analyzing each property. As of September 30, 2005, we have recorded no such impairment.







-14-



Cost Allocation - Except as described in footnote (b) to Note 3 of the footnotes to the financial statements included elsewhere in this quarterly report, we use the area method of cost allocation, which approximates the relative sales method of cost 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.

Valuation of Mortgage Loans Receivable - On a quarterly basis, we conduct an analysis to ensure that the carrying value of each mortgage loan receivable is recoverable from the borrower.  If we determine that all or a portion of the receivable is not collectible, we would be required to record an allowance for doubtful accounts equal to the amount estimated to be uncollectible.

In determining the value of mortgage loans receivable, management considers projected sales proceeds available and expenses related to the property associated with the mortgage. Should the actual results differ from management's judgement, the valuation could be negatively or positively affected.

The valuation and possible subsequent allowance for doubtful accounts is a significant estimate that can and does change based on management's continuous process of analyzing each mortgage loan receivable. As of September 30, 2005, we have recorded an allowance for doubtful accounts of $1,233,175 and $423,794 on the mortgage loan receivable and accrued interest receivable, respectively.

Revenue Recognition - We recognize income from the sale of land parcels in accordance with Statement of Financial Standards No. 66, "Accounting for Sales of Real Estate".

Liquidity and Capital Resources

On October 12, 1988, we commenced an offering of 10,000 (subject to increase to 30,000) limited partnership units or units pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933.  On October 6, 1989, the offering terminated after we had sold 30,000 units to the public at $1,000 per unit resulting in $30,000,000 in gross offering proceeds, which does not include proceeds from the initial limited partner and the general partner.  All of the holders of our units were admitted to our partnership. Our limited partners share in their portion of benefits of ownership of our real property investments according to the number of units held.

We 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 September 30, 2005, we have had multiple sales transactions, through which we have disposed of approximately 1,922 acres, or 62%, of the approximately 3,102 acres originally owned. As of September 30, 2005, cumulative distributions to the limited partners have totaled $33,169,906 (which exceeds the original capital) and $4,054,072 to the general partner. Through September 30, 2005, we have used $18,340,917 of working capital for rezoning and other activities. Such amounts have been capitalized and are included in investments in land.

Our capital needs and resources will vary depending upon a number of factors, including the extent to which we conduct 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 our land, and the amount of revenue received from leasing.  As of September 30, 2005, we owned, in whole or in part, twelve of our 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 September 30, 2005, we had cash and cash equivalents of $3,252,739, which is available to be used for our costs and liabilities, cash distributions to partners and other activities with respect to some or all of our land parcels.





-15-



We anticipate additional sales of Parcels 4, 6 and 7 in 2005 and 2006. However, there can be no assurance that any sales will be completed or that a distribution will be made to the limited partners. Undistributed net sales proceeds will be used to cover our operations, including property upgrades, and for distributions. We will evaluate our cash needs throughout the year to determine any future distributions.

We plan to enhance the value of our remaining land through pre-development activities such as rezoning, annexation and land planning. We have already been successful in, or are in the process of, pre-development activity on several of our land investments. Parcels 4, 6 and 7 have completed two phases of improvements for an industrial park and sites are being marketed. We have also completed the planning process and received favorable zoning on the residential portion of these parcels. Marketing efforts have been successful to date and a contract is in place for the sale of the residential portion of these parcels.  Zoning discussions and land planning are in progress on Parcels 14, 17, 18, 19 and 22.

Transactions with Related Parties

Our general partner and its affiliates are entitled to reimbursement for salaries and expenses of employees of the general partner and its affiliates relating to our administration. Such costs of $34,321 and $38,254 are included in professional services to affiliates and general and administrative expenses to affiliates for the nine months ended September 30, 2005 and 2004, respectively, of which $10,856 and $5,422 was unpaid as of September 30, 2005 and December 31, 2004, respectively.

An affiliate of our general partner performed marketing and advertising services for us and was reimbursed for direct costs. Such costs of $15,353 and $29,724 have been incurred and are included in marketing expenses to affiliates for the nine months ended September 30, 2005 and 2004, respectively, all of which was paid as of September 30, 2005 and December 31, 2004.

An affiliate of the general partner performed property upgrades, rezoning, annexation and other activities to prepare our parcels for sale and was reimbursed for salaries and direct costs. For the nine months ended September 30, 2005 and 2004, we incurred $122,049 and $168,997, respectively, of such costs. The affiliate did not recognize a profit on any project. Such costs are included in investments in land, of which $26,895 and $16,016 was unpaid as of September 30, 2005 and December 31, 2004, respectively.

Results of Operations

As of September 30, 2005, we owned twelve parcels of land consisting of approximately 1,180 acres. Of the 1,180 acres owned, approximately 899 acres are tillable, leased to local farmers and generate sufficient cash flow to cover property taxes, insurance and other miscellaneous expenses.  Rental income was $116,563 and $126,266 for the nine months ended September 30, 2005 and 2004, respectively. The decrease in rental income is due to the decrease in tillable acres as a result of the sale of land.

Sale of investments in land and improvements of $3,046,667 and cost of land sold of $706,561 for the nine months ended September 30, 2005, is the result of the sale of one lot of Parcel 4 and 30 acres of Parcel 6. Sales of investments in land and improvements of $16,847,378 and cost of land sold of $6,492,519 for the nine months ended September 30, 2004 are a result of the sale of three lots of Parcel 4, the sale of approximately 90 acres of Parcel 12 and the sale of approximately 227 acres of Parcel 20.

Interest income was $25,230 and $41,164 for the nine months ended September 30, 2005 and 2004, respectively. Interest income is primarily a result of cash available to invest on a short term basis during the period as a result of sales proceeds received and interest earned on our mortgage loans receivable.



-16-



Professional services to affiliates were $35,455 and $53,653 for the nine months ended September 30, 2005 and 2004, respectively.  Professional services to affiliates decreased for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004, due to a decrease in legal services as a result of decreased sales activity in 2005.



General and administrative expenses to non-affiliates were $34,104 and $161,844 for the nine months ended September 30, 2005 and 2004, respectively.  The decrease in 2005 is due to a decrease in state taxes as a result of decreased land sales in 2005 and an over-accrual of state taxes payable at December 31, 2004.



For the nine months ended September 30, 2005, the Partnership received a payment of $60,000 on a mortgage loan receivable previously reserved and recorded a recovery of loan losses and bad debt expense. 
We determined that the maximum value of Parcel 1 could be realized if the parcel was developed and sold as individual lots. However, if we had followed that plan, there is a possibility that the limited partners may have been subject to unrelated business taxable income. Therefore, we sold the parcel to a third party developer whereby 100% of the sales price was represented by notes receivable from the buyer. The transaction was deemed an installment sale. After the sale, the developer, through a limited liability company or LLC, secured third party financing to cover the deferred down payment owed to us as well as provide proceeds to begin the development of the project. The sale was structured so that the deferred down payment received was sufficient to provide a distribution to our limited partners that equated to the invested capital allocated to the parcel (parcel capital) plus approximately a 6% return per annum on the parcel capital through the date of the distribution.



The velocity of the developer's individual lot sales was slower than originally projected and consequently the developer's carrying costs were higher. The developer obtained a loan from an affiliate of our general partner. These funds were used for operating costs and to continue the development of the project.  As a result of the slower lot sales, the net sale proceeds available to us were lower than anticipated. We continued to review the project and determined that the collectibility of the receivable was doubtful. As a result, we elected to reserve $1,233,175 of principal and $423,794 of accrued interest relating to the mortgage receivable in 2003. The deferred gain of $60,752 relating to the mortgage loans receivable was also reserved and recorded against bad debt expense in 2003.



Our general partner guaranteed the third party development loans owed by the limited liability company. In reviewing the developments financial situation, our general partner determined that it would be in its best interest to have an affiliate acquire the interest in the LLC. The general partner and its affiliates concluded that they could better control the continuing costs to complete the development and would therefore have the best opportunity to limit their exposure under the guarantee agreements and possibly recover a portion of the amount owed to us. An affiliate of our general partner acquired the interest in the LLC and paid off the debt under its guarantee of the LLC loans. The affiliate of the general partner will complete the development and sale of the project. Based on our continuing review of developments financial situation, we do not anticipate receiving any additional proceeds. However, any write-off will not take place until such time as we are certain that no further proceeds will become available to reduce the amount of the receivable. Our limited partners received distributions that equated to the parcel capital plus approximately a 6% return per annum on the parcel capital through the date of the distribution.





Subsequent Events



On October 6, 2005, we sold the remaining lot of Parcel 4 for approximately $548,000 and recorded a gain of approximately $208,000.







-17-



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Not Applicable.





Item 4.  Controls and Procedures



Our general partner conducted, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information that is required to be disclosed in the periodic reports that we must file with the Securities and Exchange Commission.

There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2005 that materially affected, or are reasonably likely to materially affect, our internal control of financial reporting.





PART II - Other Information



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



Item 6: Exhibits and Reports on Form 8-K



(a)  Exhibits:

31.1 Rule 13a-14(a)/15d-14(a) Certification by principal executive officer

31.2 Rule 13a-14(a)/15d-14(a) Certification by principal financial officer



32.1 Section 1350 Certification by principal executive officer

32.2 Section 1350 Certification by principal financial officer



(b)  Reports on Form 8-K:



None









-18-



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
|Its:  | General Partner                          
|      |                                          
|      |                                          
|By:   | /S/ BRENDA G. GUJRAL                     
|      |                                          
|By:   | Brenda G. Gujral                         
|Its:  | President and principal executive officer
|Date: | November 10, 2005                        
|      |                                          
|      |                                          
|By:   | /S/ GUADALUPE GRIFFIN                    
|      |                                          
|By:   | Guadalupe Griffin                        
|Its:  | Vice President                           
|Date: | November 10, 2005                        
|      |                                          
|      |                                          
|By:   | /S/ KELLY TUCEK                          
|      |                                          
|By:   | Kelly Tucek                              
|Its:  | Vice President and                       
|      | principal financial officer              
|Date: | November 10, 2005                        









-19-