UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 1, 2014

INLAND LAND APPRECIATION FUND, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

0-18431

36-3544798

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

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)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement

On October 1, 2014, Inland Land Appreciation Fund, L.P., or the Partnership, as seller, entered into a Vacant Land Sales Contract with a third party purchaser to sell approximately 64 acres of land in McHenry County, Illinois. The subject land is referred to in the Partnership’s periodic reports as Parcel 19. The subject land, which was acquired by the Partnership in 1990, represents the balance of the Partnership’s remaining acreage of improved and unimproved land. The contract sales price of the subject land is $6,750.00 per surveyed acre. The final aggregate price shall be computed when the Survey has been completed and lists the total acreage and is estimated to be $429,900. The subject land is being sold “AS IS” but subject to usual and customary closing conditions. The Partnership recorded an impairment of approximately $774,000 as of September 30, 2014. Provided the buyer performs pursuant to the terms of the contract, the sale is expected to close during the fourth quarter of 2014. Following the sale of Parcel 19, the Partnership presently intends to distribute the net sales proceeds to Partners in accordance with the liquidation provisions of the Partnership’s partnership agreement and dissolve the Partnership.

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

		By:	/s/ Guadalupe Griffin
			Principal Executive Officer

INLAND LAND APPRECIATION FUND LP 8-K