SecProbe.io

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								September 7, 2005

By Facsimile and U.S. Mail

Michael J. Choate, Esq.
Shefsky & Froelich Ltd.
111 East Wacker Drive, Suite 2800
Chicago, Illinois 60601

	Re:	Inland Land Appreciation Fund, L.P.
		Inland Land Appreciation Fund II, L.P.
		Schedule 14D-9s
		Filed September 6, 2005

Dear Mr. Choate:

	We have the following comments on the above-referenced
filing:
Item 4.  The Solicitation or Recommendation
1. You disclose that each partnership has entered into sale
contracts
for partnership properties and you expect to make distribution to
limited partners in connection with these sales.  Are you aware of
the estimated amount to be distributed to limited partners?  If
so,
it appears you should revise to provide this information.

Item 8.  Additional Information
2. You state that certain information in these Schedules
"constitute
`forward-looking statements` within the meaning of the Federal
Private Securities Litigation Reform Act of 1995."  Note that the
safe harbor protections for forward-looking statements contained
in
the federal securities laws do not apply to statements made in
connection with a tender offer.  See Section 21E(b)(2)(C) of the
Securities Exchange Act of 1934 and Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.  Please revise the
Schedules to clarify.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Michael J. Choate, Esq.
September 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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