UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~August~~ 9December 31, ~~2012~~2013

INLAND LAND APPRECIATION FUND, L.P.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware (State or other jurisdiction of incorporation or organization 0-18431 (Commission File Number) 36-3544798 (I.R.S. Employer Identification Number)

Delaware

0-18431

36-3544798

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

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


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

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

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☒¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~¨ ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

☒¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

☒Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pre-commencement~~Effective ~~communications~~December 31, ~~pursuant~~2013, toBrenda ~~Rule~~G. ~~14-2d(b)~~Gujral ~~under~~resigned ~~the~~as ~~Exchange~~Principal ~~Act~~Executive ~~(17~~Officer ~~CFR~~of Inland ~~240~~Land Appreciation Fund, L.~~14d-2~~P. (bthe “Partnership”)) to devote more time to Inland Private Capital Corporation and her other obligations with various companies who are part of The Inland Real Estate Group of Companies, Inc.

☒On December 31, 2013, the general partner of the Partnership (the “General Partner”) appointed Guadalupe Griffin as the Principal Executive Officer of the Partnership, effective January 1, 2014. Ms. Griffin, age 49, joined the General Partner in 1994. Ms. Griffin has served as senior vice president of the General Partner since March 2012, director of asset management since 2008 and assistant vice president of Inland Midwest Investment Corporation since September 2003. In such positions, Ms. Griffin is responsible for investor communications, the asset management and day-to-day operations of the public and private partnerships, and limited liability companies, which include the development of operating and disposition strategies for the partnerships, and limited liability companies. Ms. Griffin has also served as vice president of Inland Opportunity Business Manager & Advisor, Inc. since April 2009. Ms. Griffin holds an Illinois Real Estate Brokers License.

~~Pre-commencement~~There ~~communications~~is no arrangement or understanding between Ms. Griffin and any other person pursuant to ~~Rule~~which ~~13e-4(c)~~Ms. Griffin ~~under~~was ~~the~~appointed ~~Exchange~~as ~~Act~~an ~~(17~~officer. ~~CFR~~There ~~240~~are currently no transactions in which Ms.~~13e-4~~ Griffin has an interest requiring disclosure under Item 404(ca)) of Regulation S-K.

~~EAST\50294448.1~~SIGNATURES

~~Item~~Pursuant 1to 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.01

Entry Into a Material Definitive Agreement


	INLAND LAND APPRECIATION FUND, L.P.

Date: January 3, 2014	By:	Inland Real Estate Investment Corporation,
	Its:	General Partner

	By:	/s/ Donna Urbain
	Its:	Principal Financial Officer with respect to Inland Land Appreciation Fund, L.P.

On August 9, 2012, Inland Land Appreciation Fund, L.P., or the Partnership, as seller, entered into a Vacant Land Purchase and Sale Contract with a third party purchaser to sell approximately 225 acres of land in Kane County, Illinois. The subject land is referred to in the Partnership’s periodic reports as Parcel No. 25. The subject land, which was acquired by the Partnership in 1990, represents approximately 28% of the Partnership’s remaining acreage of improved and unimproved land and 25% of the remaining carrying value of the land as of June 30, 2012. The contract sales price of the subject land is $2,587,500. The subject land is being sold “AS IS” but subject to usual and customary closing conditions. Provided the buyer performs pursuant to the terms of the contract, the sale will result in the Partnership recognizing a loss, for financial statement purposes, of approximately $483,000, before proration adjustments, selling costs and transfer taxes. The Partnership presently intends to retain a portion of the net sales proceeds for Partnership operations and to distribute the balance to the Partners. Closing is expected to occur in mid to late September, 2012.

EAST\50294448.1

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 hereunto duly authorized.

INLAND LAND APPRECIATION FUND, L.P.

Date: August 13, 2012

By: Inland Real Estate Investment Corporation

Its General Partner

By: /s/ Brenda G. Gujral

Principal Executive Officer

EAST\50294448.1

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