INLAND REAL ESTATE GROWTH FUND LP
8-K, 1998-05-21
REAL ESTATE
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As filed with the Securities and Exchange Commission on May 21, 1998


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K


                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                         Date of Report:  May 6, 1998
                       (Date of earliest event reported)


                     Inland Real Estate Growth Fund, L.P.
            (Exact name of registrant as specified in the charter)



        Delaware                0-15743              36-3371418

(State or other jurisdiction (Commission File No.)   (IRS Employer
  of incorporation)                                  Identification No.)



                             2901 Butterfield Road
                          Oak Brook, Illinois  60523
                   (Address of Principal Executive Offices)


                                (630) 218-8000
              (Registrant's telephone number including area code)



                                Not Applicable
         (Former name or former address, if changed since last report)










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Item 2. Acquisition or Disposition of Assets


On May 6, 1998,  the  Partnership  sold  its remaining asset, Scottsdale Sierra
Apartments located at 8550 East  McDowell  Road  in Scottsdale, Arizona to 8550
Partners, L.L.C., an Arizona  limited  liability company, an unaffiliated third
party, for $7,800,000 on  an  all  cash  basis.    The  property had a basis of
$4,798,607, net of depreciation,  resulting  in  a  gain  of $2,831,814, net of
closing costs.   The  balance  on  the  related  debt  of  $374,624 was paid at
closing.  Net sales proceeds will be distributed to the Limited Partners during
second  or third  quarter  1998  after  a  final reconciliation of property and
Partnership expenses.


Item 7. Financial Statements and Exhibits

        (a) Financial Statements. Not Applicable

        (b) Pro Forma Financial Information - Narrative

As a result  of  the  sale  of  the  Property,  prospectively  there will be no
property operations included in  the  financial  statements of the Partnership.
The following sets forth  the  amounts  of  selected  accounts in the financial
statements of the Partnership:


                                   For the year   For the three
                                      ended        months ended
                                   December 31,     March 31,
                                      1997            1998
                                  -------------- --------------
        Rental Income             $1,042,000     $  292,000
        Operating Expense            593,000        130,000
        Mortgage & other interest     57,000         10,000
        Net income                   384,000        132,000


In addition, as a result of the  sale of the Property, there are no significant
assets or liabilities, including  but  not  limited to net investment property,
deferred assets, and long-term debt.    As  of  March 31, 1998, the balances in
these accounts amounted to $4,799,000, $6,500 and $375,000, respectively.













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                                   SIGNATURE



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, hereunto duly authorized.


                                     Inland Real Estate Growth Fund, L.P.
                                                (Registrant)

                                     By:    Inland Real Estate Investment
                                            Corporation, General Partner



                                     /S/    KELLY TUCEK

                                     By:    Kelly Tucek
                                            Principal Financial Officer
                                            and Principal Accounting Officer
                                     Date:  May 21, 1998



























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