<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 1996
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
-------------- ------------
Commission File #0-18431
Inland 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 60521
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 708-218-8000
N/A
---------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
-1-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
March 31, 1996 and December 31, 1995
(unaudited)
Assets
1996 1995
---- ----
Current assets:
Cash and cash equivalents (Note 1).............. $ 327,500 626,942
Accounts and accrued interest receivable........ 21,675 7,224
Mortgage loans receivable (Note 5).............. 35,662 73,614
Other current assets............................ 316 1,165
----------- -----------
Total current assets.......................... 385,153 708,945
----------- -----------
Other assets...................................... 18,915 19,915
Investments in land and improvements, at cost
(including acquisition fees paid to Affiliates
of $1,476,810) (Notes 1, 2 and 3)............... 25,176,634 24,846,973
----------- -----------
Total assets...................................... $25,580,702 25,575,833
============ ============
See accompanying notes to financial statements.
-2-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Balance Sheets
(continued)
March 31, 1996 and December 31, 1995
(unaudited)
Liabilities and Partners' Capital
---------------------------------
1996 1995
---- ----
Current liabilities:
Accounts payable and accrued expenses........... $ 102,409 131,772
Accrued real estate taxes....................... 60,851 47,733
Due to Affiliates (Note 2)...................... 75,002 13,855
Unearned income................................. 34,650 20,707
Deferred gain on sales.......................... 8,620 14,926
----------- -----------
Total current liabilities..................... 281,532 228,993
----------- -----------
Partners' capital (Notes 1 and 2):
General Partner:
Capital contribution.......................... 500 500
Cumulative net income......................... 167,957 168,497
Cumulative cash distributions................. (153,743) (153,743)
----------- -----------
14,714 15,254
----------- -----------
Limited Partners:
Units of $1,000. Authorized 30,001 Units,
29,792 Units outstanding (net of offering
costs of $3,768,113, of which $1,069,764
was paid to Affiliates)..................... 26,040,820 26,040,820
Cumulative net income......................... 3,390,031 3,437,161
Cumulative cash distributions................. (4,146,395) (4,146,395)
----------- -----------
25,284,456 25,331,586
----------- -----------
Total Partners' capital....................... 25,299,170 25,346,840
----------- -----------
Total liabilities and Partners' capital........... $25,580,702 25,575,833
============ ============
See accompanying notes to financial statements.
-3-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Operations
For the three months ended March 31, 1996 and 1995
(unaudited)
1996 1995
---- ----
Income:
Land sales (Notes 1 and 3)...................... $ 6,306 46,216
Rental income (Note 4).......................... 57,359 60,742
Interest income................................. 6,964 19,877
Other income.................................... 30 -
----------- -----------
70,659 126,835
Expenses:
Cost of land sold............................... - 32,609
Professional services to Affiliates............. 10,560 6,395
Professional services to non-affiliates......... 23,580 24,550
General and administrative expenses to
Affiliates.................................... 8,568 8,701
General and administrative expenses to
non-affiliates................................ 3,766 3,875
Marketing expenses to Affiliates................ 32,240 35,231
Marketing expenses to non-affiliates............ 12,348 4,802
Land operating expenses to Affiliates........... 14,256 14,447
Land operating expenses to non-affiliates....... 13,011 13,749
----------- -----------
118,329 144,359
----------- -----------
Net loss........................................ $ (47,670) (17,524)
============ ============
Net loss allocated to:
General Partner................................. (540) (175)
Limited Partners................................ (47,130) (17,349)
----------- -----------
Net loss...................................... $ (47,670) (17,524)
============ ============
Net loss allocated to the one General
Partner Unit.................................... $ (540) (175)
============ ============
Net loss per weighted average Limited Partner
Units (29,792 and 29,811 for the three months
ended March 31, 1996 and 1995, respectively).... $ (1.58) (.58)
============ ============
See accompanying notes to financial statements.
-4-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Statements of Cash Flows
For the three months ended March 31, 1996 and 1995
(unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net loss........................................ $ (47,670) (17,524)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Gain on sale of land.......................... (6,306) (13,607)
Changes in assets and liabilities:
Accounts and accrued interest receivable.... (14,451) (46,947)
Other current assets........................ 849 (2,060)
Other assets................................ 1,000 -
Accounts payable and accrued expenses....... (29,363) 8,282
Accrued real estate taxes.................. 13,118 11,754
Due to Affiliates........................... 61,147 62,098
Unearned income............................. 13,943 20,175
----------- -----------
Net cash provided by (used in) operating
activities...................................... (7,733) 22,171
----------- -----------
Cash flows from investing activities:
Additions to land investments................... (329,661) (172,069)
Principal payments collected on mortgage
loans receivable.............................. 37,952 -
Proceeds from disposition of land investments... - 46,216
----------- -----------
Net cash used in investing activities............. (291,709) (125,853)
----------- -----------
Cash flows from financing activities:
Repurchase of Limited Partnership Units......... - (4,370)
----------- -----------
Net cash used in financing activities............. - (4,370)
----------- -----------
Net decrease in cash and cash equivalents......... (299,442) (108,052)
Cash and cash equivalents at beginning of period.. 626,942 1,267,942
----------- -----------
Cash and cash equivalents at end of period........ $ 327,500 1,159,890
============ ============
See accompanying notes to financial statements.
-5-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
March 31, 1996
(unaudited)
Readers of this Quarterly Report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1995, which are
included in the Partnership's 1995 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
Inland Land Appreciation Fund, L.P. (the "Partnership") was formed on October
23, 1987, by the filing of a Certificate of Limited Partnership, which was
restated on August 25, 1988, under the Revised Uniform Limited Partnership Act
of the State of Delaware, 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, which does not
include the General Partner or the Initial Limited Partner. All of the holders
of these Units have been admitted to this Partnership. As of March 31, 1996,
the Partnership has repurchased a total of 209 Units for $192,069 from various
Limited Partners through the Unit Repurchase Program. Under this program
Limited Partners may under certain circumstances have their Units repurchased
for an amount equal to their Invested Capital.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Deferred organization costs were amortized over a 60-month period. Offering
costs have been offset against the Limited Partners' capital accounts.
The Partnership considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents and are carried at
cost, which approximates fair value because of the relative short maturity of
these instruments.
-6-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 1996
(unaudited)
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 all land purchases and sales. The total cost of land is
divided by the total number of acres to arrive at a per acre price.
The investments in land held by the Partnership are carried at the lower of
aggregate cost or net realizable value. Periodically, the Partnership reviews
the portfolio and if management determines that parcels have suffered an
impairment in value which is deemed to be other than temporary, the carrying
value of the parcels would be reduced to their net realizable value through the
direct write-off method. Through March 31, 1996, there were no such
impairments.
The fair value of the mortgage loans receivable approximates their carrying
value due to their short term to maturity.
No provision for Federal income taxes has been made as the liability for such
taxes is that of the partners rather than the Partnership.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets to Be Disposed Of" was issued in March 1995 and
is effective for fiscal years beginning after December 15, 1995. This
pronouncement is not expected to have a material effect on the financial
position or results of operations of the Partnership.
In the opinion of management, the financial statements contain all the
adjustments necessary, which are of a normal recurring nature, to present
fairly the financial position and results of operations for the periods
presented herein. Results of interim periods are not necessarily indicative of
results to be expected for the year.
-7-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 1996
(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 to Affiliates and general and administrative expenses to
Affiliates, of which $18,761 and $13,440 was unpaid as of March 31, 1996 and
December 31, 1995, respectively.
The General Partner is entitled to receive Asset Management Fees for management
services. Such fees of $14,256 and $14,447 have been incurred for the three
months ended March 31, 1996 and 1995, respectively. Such costs are included in
land operating expenses to Affiliates, of which $14,671 and $415 was unpaid as
of March 31, 1996 and December 31, 1995, respectively.
An Affiliate of the General Partner performed marketing and advertising
services of the Partnership's land investments and was reimbursed (as set forth
under terms of the the Partnership Agreement) for direct costs, of which
$32,339 was unpaid as of March 31, 1996.
An Affiliate of the General Partner performed property upgrades, rezoning,
annexation and other activities to prepare the Partnership's land investments
for sale and was reimbursed (as set forth under terms of the Partnership
Agreement) for direct costs. Such costs of $9,231 and $0 have been incurred
for the three months ended March 31, 1996 and 1995, respectively, and are
included in investments in land and improvements, of which $9,231 was unpaid as
of March 31, 1996.
-8-
<PAGE>
<TABLE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
<CAPTION>
(3) Investments in Land and Improvements
Total
Gross Costs Remaining Current
Acres Purchase/ Initial Costs Capitalized Costs of Costs of Year Gain
Location: Purchased Sales Original Acquisition Subsequent to Property Parcels at on Sale
Parcel County /(Sold) Date Costs Costs Total Acquisition Sold 3/31/96 Recognized
------ --------- --------- --------- ------------- ------------- ------------ ------------ ------------- ------------- -----------
<S> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Kendall 84.7360 01/19/89 $ 423,680 61,625 485,305 979,746 - 1,465,051 -
2 McHenry 223.4121 01/19/89 650,000 95,014 745,014 16,564 611,505 150,073 -
(183.3759) 12/27/90
3 Kendall 20.0000 02/09/89 189,000 13,305 202,305 - 202,305 - -
(20.0000) 05/08/90
4 Kendall 69.2760 04/18/89 508,196 38,126 546,322 122,599 235,275 433,646 -
(.4860) 02/28/91
(27.5750) 08/25/95
5 Kendall (a) 372.2230 05/03/89 2,532,227 135,943 2,668,170 24,824 160,313 2,532,681 -
(Option) 04/06/90
6 Kendall (b) 78.3900 06/21/89 416,783 31,691 448,474 117,251 - 565,725 -
7 Kendall (b) 77.0490 06/21/89 84,754 8,163 92,917 101,541 - 194,458 -
8 Kendall (b) 5.0000 06/21/89 60,000 5,113 65,113 - 65,113 - -
(5.0000) 10/06/89
9 McHenry (b) 51.0300 08/07/89 586,845 22,482 609,327 437 - 609,764 -
10 McHenry (b) 123.9400 08/07/89 91,939 7,224 99,163 600 99,763 - -
(123.9400) 12/06/89
11 McHenry (b) 30.5920 08/07/89 321,216 22,641 343,857 5,288 - 349,145 -
12 Kendall 90.2710 10/31/89 907,389 41,908 949,297 - 7,456 941,841 -
(.7090) 04/26/91
13 McHenry 92.7800 11/07/89 251,306 19,188 270,494 2,735 - 273,229 -
14 McHenry 76.2020 11/07/89 419,111 23,402 442,513 42,504 - 485,017 -
15 Lake 84.5564 01/03/90 1,056,955 85,283 1,142,238 421,368 - 1,563,606
----------- ---------- --------- ----------- ----------- ----------- -----------
Subtotal 8,499,401 611,108 9,110,509 1,835,457 1,381,730 9,564,236 -
</TABLE>
-9-
<PAGE>
<TABLE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
<CAPTION>
(3) Investments in Land and Improvements (continued)
Total
Gross Initial Costs Costs Remaining Current
Acres Purchase/ ---------------------------------------- Capitalized Costs of Costs of Year Gain
Location: Purchased Sales Original Acquisition Subsequent to Property Parcels at on Sale
Parcel County /(Sold) Date Costs Costs Total Acquisition Sold 3/31/96 Recognized
------ --------- --------- --------- ------------- ------------- ------------ ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Subtotal 8,499,401 611,108 9,110,509 1,835,457 1,381,730 9,564,236 -
16 Kane/Kendall 72.4187 01/29/90 1,273,537 55,333 1,328,870 41,421 - 1,370,291 -
17 McHenry 99.9240 01/29/90 739,635 61,038 800,673 89,385 - 890,058 -
18 McHenry 71.4870 01/29/90 496,116 26,259 522,375 14,297 11,109 525,563 -
(.5000) 06/05/90
(.5000) 12/11/90
(.5200) 03/11/93
19 McHenry 63.6915 02/23/90 490,158 29,158 519,316 6,233 - 525,549 -
20 Kane 224.1480 02/28/90 2,749,800 183,092 2,932,892 167,869 3,651 3,097,110 -
(.2790) 10/17/91
21 Kendall 172.4950 03/08/90 1,327,459 75,822 1,403,281 61,574 - 1,464,855 -
22 McHenry 254.5250 04/11/90 2,608,881 136,559 2,745,440 20,323 - 2,765,763 -
23 Kendall 140.0210 05/08/90 1,480,000 116,240 1,596,240 384,043 1,196,909 783,374 6,306
(4.4100) var 1993
(35.8800) var 1994
(3.4400) var 1995
24 Kendall 298.4830 05/23/90 1,359,774 98,921 1,458,695 10,050 60,878 1,407,867 -
(12.4570) 05/25/90
25 Kane 225.0000 06/01/90 2,600,000 168,778 2,768,778 13,190 - 2,781,968 -
----------- ----------- ----------- ------------- ----------- ------------ -----------
$23,624,761 1,562,308 25,187,069 2,643,842 2,654,277 25,176,634 6,306
============ ============ ============ ============== ============ ============= ============
</TABLE>
-10-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
(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 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 & 8; and Parcels 9, 10 and 11). The
General Partner believes that the total value of this land will be
maximized if it is treated and marketed to buyers as six separate parcels
and closed the transactions as six separate purchases to facilitate this.
Parcels 6, 7, and 8 will be treated as one parcel and Parcels 9, 10 and 11
will be treated as one parcel for purposes of computing Parcel Capital (as
defined) and distributions to the Partners.
c. Reconciliation of real estate owned:
1996 1995
----------- -----------
Balance at January 1,........... $24,846,973 24,106,379
Additions during period......... 329,661 1,069,759
Sales during period............. - 329,165
Balance at end of period........ $25,176,634 24,846,973
============ ============
-11-
<PAGE>
INLAND LAND APPRECIATION FUND, L.P.
(a limited partnership)
Notes to Financial Statements
(continued)
March 31, 1996
(unaudited)
(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, 1996, the Partnership has farm leases of generally one year in
duration, for approximately 2,325 acres of the approximately 2,683 acres owned.
(5) Mortgage Loans Receivable
As a result of the sale of four lots in Parcel 23, the Partnership received
mortgage loans receivable totaling $155,921. As of December 31, 1995, two
mortgage loans receivable totaling $82,307 had been prepaid. During 1996 an
additional mortgage loan receivable of $37,952 was prepaid. The Partnership
will continue to receive interest only payments based on an interest rate of 9%
per annum on the remaining mortgage loan. All principal is due in the third
quarter of 1996.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
On October 12, 1988, the Partnership commenced an Offering of 10,000 (subject
to increase to 30,000) of 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 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 included 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, 1996, the Partnership has had fifty-one sales transactions,
including the sale of the option and three sales of right-of-way to the
Illinois Department of Transportation, through which it has disposed of
approximately 419 acres of the approximately 3,102 acres originally owned. As
of March 31, 1996, cumulative distributions of net sales proceeds have totaled
$4,146,395 to the Limited Partners (which represents a return of Invested
Capital, as defined in the Partnership Agreement) and $153,743 to the General
Partner. As of March 31, 1996, the Partnership has used $2,643,842 of working
capital reserve for rezoning and other activities and such amount is included
in investments in land and improvements.
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 subdivision of Partnership
land and/or annexation of land to a municipality. As of March 31, 1996, the
Partnership owns in whole or in part twenty-two of its original parcels, all 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, 1996, the Partnership had cash and cash equivalents of $327,500,
of which approximately $193,000 is reserved for the repurchase of Units through
the Unit Repurchase Program. The remaining $134,500 is available to be used
for Partnership expenses and liabilities, cash distributions to partners and
other activities with respect to some or all of its land parcels. The
Partnership plans to maximize its parcel sales effort in anticipation of rising
land values.
-13-
<PAGE>
The Partnership plans to enhance the value of its land through rezoning and has
applications pending for rezoning on several parcels, including Parcel 20 and
Parcel 24. In addition, zoning has been approved on five parcels. In 1990,
the Village of Oswego approved annexation and zoning for Parcel 1, within
months after that parcel was purchased. However, on August 1, 1994, the
Village approved a revised "neo-traditional" concept plan for the property
calling for higher residential densities as well as a 16-acre "Village Square"
business area. A preliminary plat and final plat have since been submitted to
the Village for the new plan. A preliminary plat for forty residential lots
and a six acre commercial parcel has been approved by the Village of Hawthorn
Woods and an Affiliate of the General Partner has begun marketing the parcel
for sale. An Affiliate of the General Partner is also engaged in zoning and/or
rezoning discussions with appropriate municipal or county authorities on a
number of other parcels, including Parcels 5, 17, 18, 21, 22, 25 and the
remaining portion of Parcel 23. In March 1995, the Village of Yorkville
approved annexation and zoning of Parcels 4, 6 and 7 for manufacturing,
business and residential use. Development of the manufacturing portion is
proceeding and marketing of the improved land has begun.
Of the total 140 acres of Parcel 23, approximately half of the acreage was
platted for 38 lots and sold. The Partnership is currently engaged in
discussions to rezone the remaining 70 acres and will then begin marketing
additional lots for sale.
The City of Aurora has approved annexation and zoning of Parcel 16 which allows
commercial, office/research, senior housing, townhomes and rental apartments.
The property is being marketed for sale to various builders.
Results of Operations
The land sales income recorded for the three months ended March 31, 1996 is a
result of the prepayment of the mortgage loan receivable relating to the 1994
sale of lots of parcel 23. The deferred gain on these sales is recorded as
cash is received.
The land sales income and cost of land sold recorded for the three months ended
March 31, 1995 is the result of the sale of approximately one acre through one
lot sale of Parcl 23.
As of March 31, 1996, the Partnership owned twenty-two parcels of land
consisting of approximately 2,683 acres. Of the approximately 2,683 acres
owned, 2,325 acres are leased to local farmers and are generating sufficient
cash flow to cover property taxes, insurance and other miscellaneous expenses.
The decrease in rental income and land operating expenses to Affiliates for the
three months ended March 31, 1996, as compared to the three months ended March
31, 1995, is due to the decrease of the land portfolio as a result of land
sales. The decrease in rental income was partially offset by the annual
increase in lease amounts from tenants.
-14-
<PAGE>
Interest income decreased for the three months ended March 31, 1996, as
compared to the three months ended March 31, 1995, due primarily to the
Partnership utilizing its working capital reserve to fund pre-development
activity on the Partnership's land investments.
Professional services to Affiliates increased for the three months ended March
31, 1996, as compared to the three months ended March 31, 1995, due to an
increase in legal services.
Marketing expenses to Affiliates decreased for the three months ended March 31,
1996, as compared to the three months ended March 31, 1995, due to a decrease
in expenses relating to marketing and advertising the Partnership's land
investments. Marketing expenses to non-affiliates increased for the three
months ended March 31, 1996, as compared to the three months ended March 31,
1995, due to an increase in advertising and travel expenses relating to
marketing the land portfolio to prospective purchasers.
PART II
Items 1 through 6(b) are omitted because of the absence of conditions under
which they are required.
-15-
<PAGE>
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 13, 1996
/S/ CYNTHIA M. HASSETT
By: Cynthia M. Hassett
Principal Financial Officer and
Principal Accounting Officer
Date: May 13, 1996
-16-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 327500
<SECURITIES> 0
<RECEIVABLES> 57337
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 316
<PP&E> 25176634
<DEPRECIATION> 0
<TOTAL-ASSETS> 25580702
<CURRENT-LIABILITIES> 281532
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 25299170
<TOTAL-LIABILITY-AND-EQUITY> 25580702
<SALES> 6306
<TOTAL-REVENUES> 70659
<CGS> 0
<TOTAL-COSTS> 27267
<OTHER-EXPENSES> 91062
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (47670)
<INCOME-TAX> 0
<INCOME-CONTINUING> (47670)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47670)
<EPS-PRIMARY> (1.58)
<EPS-DILUTED> (1.58)
</TABLE>
