UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 Event Reported): ~~January 12~~March 1, ~~2017~~2018 (~~January~~February 1023, ~~2017~~2018)

INLAND LAND APPRECIATION FUND II, L.P.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-19220

36-3664407

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2901 Butterfield RoadOak Brook, Illinois		60523
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into a Material Definitive Agreement

On ~~January~~February 1023, ~~2017~~2018, Inland Land Appreciation Fund II, L.P., or the Partnership, as seller, entered into a ~~Real~~Contract ~~Estate~~of ~~Purchase and~~ Sale ~~Agreement with a third party purchaser~~ to sell ~~approximately~~the 30remaining acres of land in Kendall County, Illinois. The subject land is part of the land referred to in the Partnership’s periodic reports as Parcel 20. ~~The~~This ~~subject~~is the ~~land,~~last ~~which~~parcel ~~was~~owned ~~acquired~~ by the Partnership in 1992, represents approximately 67% of the Partnership’s remaining acreage of improved and unimproved land and approximately 53% of the carrying value of the remaining land as of December 31, 2016. The contract sales price of the subject land is $2715,~~800,000~~410. The subject land is being sold “AS IS” but subject to usual and customary closing conditions. ~~In addition, the contract is contingent on the purchaser obtaining necessary municipal approvals for a multi-family development.~~ Provided the buyer performs pursuant to the terms of the contract ~~and the municipal approvals are obtained~~, the sale is ~~not~~ expected to occur ~~until~~on ator ~~least~~before ~~the~~March 5, ~~third~~2018. ~~quarter~~The ofbuyer ~~2017~~is ~~and~~an ~~will~~affiliate ~~result~~of in the Partnership’s ~~recognizing~~general ~~a gain on sale for financial statement purposes of approximately $600,000, before proration adjustments, selling costs and transfer taxes~~partner. The Partnership ~~presently~~ intends to retain a portion of the net sales proceeds for Partnership operations and to distribute the balance 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 II, L.P.~~	INLAND LAND APPRECIATION FUND II, L.P.
Date: January 12, 2017	By:	Inland Real Estate Investment Corporation
Date: March 1, 2018		By:	Inland Real Estate Investment Corporation
		~~Its General Partner~~	Its General Partner
	~~By:~~	~~/s/ Guadalupe Griffin~~	By:	/s/ Guadalupe Griffin
	~~Name:~~	~~Guadalupe Griffin~~	Name:	Guadalupe Griffin
	~~Title:~~	~~Senior Vice President & Principal~~	Title:	Senior Vice President & Principal Executive Officer of the Partnership
		Executive Officer of the Partnership

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