SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 3
                                       to
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               -------------------

                            INLAND CAPITAL FUND, L.P.
                            (Name of Subject Company)

   MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL
  FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC;
  MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY
       PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC;
          ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
   ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; MPF-NY 2005, LLC;
              MACKENZIE PATTERSON FULLER, INC.; and C.E. PATTERSON

                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                               Copy to:
Christine Simpson                              Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc.               MacKenzie Patterson Fuller, Inc.
1640 School Street                             1640 School Street
Moraga, California  94556                      Moraga, California  94556
(925) 631-9100 ext.224                         (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

        Transaction                                         Amount of
        Valuation*                                          Filing Fee

        $2,560,000.00                                       $301.31

*        For purposes of calculating the filing fee only. Assumes the purchase
         of 8,000 Units at a purchase price equal to $320 per Unit in cash.

[X]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:       $301.31
         Form or Registration Number:  SC TO-T
         Filing Party:                 Mackenzie Patterson Fuller, Inc.
         Date Filed:                   2/23/2005

[ ]     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]     third party tender offer subject to Rule 14d-1.
[ ]     issuer tender offer subject to Rule 13e-4.
[ ]     going private transaction subject to Rule 13e-3
[ ]     amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]





The Schedule TO filed as of February 23, 2005 by the above-named bidders is
hereby amended as set forth below. Items not amended remain unchanged, and
capitalized terms are used as defined in the original Schedule.

                                  TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND
6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC; MPF
SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER
FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC; ACCELERATED HIGH
YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL
FUND I, LTD., L.P.; and MPF-NY 2005, LLC (collectively the "Purchasers") to
purchase up to 8,000 Units of limited partnership interest (the "Units") in
INLAND CAPITAL FUND, L.P. (the "Partnership"), the subject company, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 23, 2005, as amended February 23, 2005, March 3, 2005, and hereby (the
"Offer to Purchase") and the related Amended Letter of Transmittal, a copy of
which is attached hereto as Exhibit (a)(2). The Offer to Purchase and all
related documents are hereby amended to extend the Expiration Date to April 30,
2005 and to change the Purchase Price in the Offer from $320.00 per Unit to
$159.00 per Unit (increased by a net $55 per Unit, after deducting the $216 per
Unit distribution paid by the Partnership on March 9, 2005), less the amount of
any additional distributions declared or made with respect to the Units between
March 9, 2004 and April 30, 2004 or such other date to which this Offer may be
extended (the "Expiration Date"). All references to Purchase Price shall mean
$159.00 per Unit. As noted above, the Offer price would be subject to reduction
for additional distributions made or declared prior to the Expiration Date. Any
distributions made or declared after the Expiration Date, by the terms of the
Offer and as set forth in the Letter of Transmittal, would be assigned by
tendering Unit holders to the Purchasers. MacKenzie Patterson Fuller, Inc. and
C.E. Patterson are named as "bidders" herein because each is deemed to control
the Purchasers, but neither party is otherwise participating in the offer
described in this schedule.

         In the event of a price reduction resulting from an additional
Partnership distribution declared or made after the Offer Date and before the
Expiration Date, as described above, the Purchasers will file an amendment to
this Schedule TO reflecting such reduction and will, to the extent necessary,
extend the Expiration Date to assure there is a minimum ten business day period
following the amendment before the Offer expires.

         Tender of Units will include the tender of any and all securities into
which the Units may be converted and any securities distributed with respect to
the Units from and after the Offer Date.

         The Partnership had 2,583 holders of record owning an aggregate of
32,337 Units as of March 22, 2004 and September 30, 2004, respectively,
according to its annual report on Form 10-K for the year ending December 31,
2003 and the quarterly report on Form 10-Q for the quarter ending September 30,
2004, respectively. The Purchasers and their affiliates currently beneficially
own no Units, or 0% of the outstanding Units. The 8,000 Units subject to the
Offer constitute 24.74% of the outstanding Units. Consummation of the Offer, if
all Units sought are tendered, would require payment by the Purchasers of up to
$2,560,000 in aggregate purchase price, which the Purchasers intend to fund out
of their current working capital.

         The address of the Partnership's principal executive offices is 2901
Butterfield Road, Oak Brook, Illinois 60523, and its phone number is
630-218-8000.

         The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.




Item 12. Exhibits.
         --------

         (a)(1) Offer to Purchase dated February 23, 2005*

         (a)(2) Amended Letter of Transmittal

         (a)(3) Form of Letter to Unit holders dated February 23, 2005*

         (a)(4) Form of advertisement in Investor's Business Daily*

         (a)(5) Form of Letter to Unit Holders dated March 24, 2005

         (a)(6) Press Release

         (b)- (h) Not applicable.
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on February 23, 2005.

Item 13. Information Required by Schedule 13E-3.
         --------------------------------------

Not applicable.


                                   SIGNATURES


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:   March 24, 2005

MPF INCOME FUND 21, LLC
MP VALUE FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6A, LLC
MP VALUE FUND 6, LLC
MPF SPECIAL FUND 8, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
MPF DEWAAY PREMIER FUND, LLC
MPF DEWAAY FUND 2, LLC
MPF DEWAAY FUND 3, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.
MPF-NY 2005, LLC

By:      /s/ Chip Patterson
         -----------------------------------------------
         Chip Patterson, Vice President of Manager of each filing person

MACKENZIE PATTERSON FULLER, INC.

By:      /s/ Chip Patterson
         Chip Patterson, Vice President

C.E. PATTERSON

/s/ C.E. Patterson







                                       2








                                  EXHIBIT INDEX


   Exhibit           Description

   (a)(1)            Offer to Purchase dated February 23, 2005*

   (a)(2)            Amended Letter of Transmittal

   (a)(3)            Form of Letter to Unit holders dated February 23, 2005*

   (a)(4)            Form of advertisement in Investor's Business Daily*

   (a)(5)            Form of Letter to Unit Holders dated March 24, 2005

   (a)(6) Press Release
* Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on February 23, 2005.

EX-99

                                 Exhibit (a)(2)






                              LETTER OF TRANSMITTAL

                 THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL
                 EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON APRIL 30,
                 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED.
                 Deliver to:       MacKenzie Patterson Fuller, Inc.
                                   1640 School Street
                                   Moraga, California 94556
                 For Assistance:   (800) 854-8357
                 Via Facsimile:    (925) 631-9119
                 E-Mail Address:   offers@mpfi.com
                 (PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS
                 PRINTED TO THE LEFT)

To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date.

Delivery of this Letter of Transmittal or any other required documents to an
address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Unit holder. Please use the pre-addressed, postage-paid envelope provided.

This Letter of Transmittal is to be completed by holders of Units of limited
partnership interest in INLAND CAPITAL FUND, L.P. (the "Partnership"), pursuant
to the procedures set forth in the Offer to Purchase (as defined below).
Capitalized terms used herein and not defined herein have the meanings ascribed
to such terms in the Offer to Purchase.

               PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

To whom it may concern:

The undersigned hereby tenders to MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC;
MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A,
LLC; MP VALUE FUND 6, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL
FUND 7, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY
FUND 3, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.;
ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; and MPF-NY 2005, LLC
(collectively the "Purchasers") all of the Units of limited partnership interest
("Units") in the Partnership held by the undersigned as set forth above (or, if
less than all such Units, the number set forth below in the signature box), at a
purchase price equal to $159 per Unit, less the amount of any additional
distributions (other than the $216 per Unit distribution paid March 9, 2005)
made or declared with respect to the Units between March 9, 2005 and the
Expiration Date, and upon the other terms and subject to the conditions set
forth in the Offer to Purchase, dated February 23, 2005 (the "Offer to
Purchase") and in this Letter of Transmittal, as each may be supplemented or
amended from time to time (which together constitute the "Offer"). Receipt of
the Offer to Purchase is hereby acknowledged. The undersigned recognizes that,
if more than 8,000 Units are validly tendered prior to or on the Expiration Date
and not properly withdrawn, the Purchasers will, upon the terms of the Offer,
accept for payment from among those Units tendered prior to or on the Expiration
Date 8,000 Units on a pro rata basis, with adjustments to avoid purchases of
certain fractional Units, based upon the number of Units validly tendered prior
to the Expiration Date and not withdrawn. Subject to and effective upon
acceptance for payment of any of the Units tendered hereby, the undersigned
hereby sells, assigns, and transfers to, or upon the order of, Purchasers all
right, title, and interest in and to such Units which are purchased pursuant to
the Offer. The undersigned hereby irrevocably constitutes and appoints the
Purchasers as the true and lawful agent and attorney-in-fact and proxy of the
undersigned with respect to such Units, with full power of substitution (such
power of attorney and proxy being deemed to be an irrevocable power and proxy
coupled with an interest), to deliver such Units and transfer ownership of such
Units, on the books of the Partnership, together with all accompanying evidences
of transfer and authenticity, to or upon the order of the Purchasers and, upon
payment of the purchase price in respect of such Units by the Purchasers, to
exercise all voting rights and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Units all in accordance with the
terms of the Offer. Subject to and effective upon the purchase of any Units
tendered hereby, the undersigned hereby requests that each of the Purchasers be
admitted to the Partnership as a "substitute Limited Partner" under the terms of
the Partnership Agreement of the Partnership. Upon the purchase of Units
pursuant to the Offer, all prior proxies and consents given by the undersigned
with respect to such Units will be revoked and no subsequent proxies or consents
may be given (and if given will not be deemed effective). In addition, by
executing this Letter of Transmittal, the undersigned assigns to the Purchasers
all of the undersigned's rights to receive distributions from the Partnership
with respect to Units which are purchased pursuant to the Offer, other than
distributions declared or paid through the Expiration Date and to change the
address of record for such distributions on the books of the Partnership. Upon
request, the Seller will execute and deliver, and irrevocably directs any
custodian to execute and deliver, any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer, and
purchase of such Units.

The undersigned hereby represents and warrants that the undersigned owns the
Units tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign, and transfer the Units tendered hereby, and that when any
such Units are purchased by the Purchasers, the Purchasers will acquire good,
marketable, and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements, or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchasers to be necessary or
desirable to complete the assignment, transfer, and purchase of Units tendered
hereby.

The undersigned understands that a tender of Units to the Purchasers will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchasers to effect a change of distribution address to
MacKenzie Patterson Fuller, Inc. at 1640 School Street, Moraga, California,
94556. The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Purchasers may not be required to accept for payment
any of the Units tendered hereby. In such event, the undersigned understands
that any Letter of Transmittal for Units not accepted for payment will be
destroyed by the Purchasers. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.

================================================================================
                                  SIGNATURE BOX
    (Please complete Boxes A, B, C and D on the following page as necessary)
================================================================================

Please sign exactly as your name          X-------------------------------------
is printed (or corrected) above,           (Signature of Owner)            Date
and insert your Taxpayer
Identification Number or Social
Security Number in the space provided
below your signature.
For joint owners, each joint owner
must sign. (See Instructions 1) The
signatory hereto hereby certifies
under penalties of perjury the
statements in Box B, Box C and if
applicable, Box D.                        X-------------------------------------
                                           (Signature of Owner)            Date

If the undersigned is tendering less
than all Units held the number of
Units tendered is set forth below.
Otherwise, all Units held by the
undersigned are tendered hereby.
                                          Taxpayer I.D. or Social#______________
_____________ Units                       Telephone No.     (day)_______________
                                                            (eve.)______________


                                       1




================================================================================
                                      BOX A
================================================================================
                          Medallion Signature Guarantee
                           (Required for all Sellers)

                               (See Instruction 1)

Name and Address of Eligible Institution: ______________________________________
Authorized Signature ________________________________     Title ________________
Name _____________________________________________     Date ______________, 200_



================================================================================
                                      BOX B
                               SUBSTITUTE FORM W-9
                           (See Instruction 3 - Box B)
================================================================================

The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:

                  (i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Unit holder, or if this box
[ ] is checked, the Unit holder has applied for a TIN. If the Unit holder has
applied for a TIN, a TIN has not been issued to the Unit holder, and either: (a)
the Unit holder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the Unit
holder intends to mail or deliver an application in the near future (it being
understood that if the Unit holder does not provide a TIN to the Purchasers
within sixty (60) days, 31% of all reportable payments made to the Unit holder
thereafter will be withheld until a TIN is provided to the Purchasers); and

                  (ii) Unless this box [ ] is checked, the Unit holder is not
subject to backup withholding either because the Unit holder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Unit holder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unit holder is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) if you are unable to certify that the
Unit holder is not subject to backup withholding.


================================================================================
                                      BOX C
                                FIRPTA AFFIDAVIT
                           (See Instruction 3 - Box C)
================================================================================

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchasers that no withholding is
required with respect to the Unit holder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:
                  (i) Unless this box [ ] is checked, the Unit holder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate, or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Unit holder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Unit holder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.

================================================================================
                                      BOX D
                               SUBSTITUTE FORM W-8
                           (See Instruction 4 - Box D)
================================================================================

By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unit holder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unit holder:
(i)      Is a nonresident alien individual or a foreign corporation,
         partnership, estate, or trust;
(ii)     If an  individual, has not been and plans not to be present in the U.S.
         for a total of 183 days or more during the calendar year; and
(iii)    Neither engages, nor plans to engage, in a U.S. trade or business that
         has effectively connected gains from transactions with a broker or
         barter exchange.



                                       2




                                  INSTRUCTIONS

              Forming Part of the Terms and Conditions of the Offer

1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units a Unit holder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Unit holder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Unit holder of the Units, a
Medallion signature guarantee on this Letter of Transmittal is required.
Similarly, if Units are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association, or trust company having an office, branch or
agency in the United States (each an "Eligible Institution"), a Medallion
signature guarantee is required. In all other cases, signatures on this Letter
of Transmittal must be Medallion guaranteed by an eligible institution, by
completing the signature guarantee set forth in BOX A of this Letter of
Transmittal. If any tendered Units are registered in the names of two or more
joint holders, all such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchasers of their authority to so
act. For Units to be validly tendered, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees in BOX A,
and any other documents required by this Letter of Transmittal, must be received
by the Depositary prior to or on the Expiration Date at its address or facsimile
number set forth on the front of this Letter of Transmittal. No alternative,
conditional or contingent tenders will be accepted. All tendering Unit holders
by execution of this Letter of Transmittal waive any right to receive any notice
of the acceptance of their tender.

2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to the
Offer.

3. U.S. Persons. A Unit holder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust, or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:

         Box B - Substitute Form W-9. In order to avoid 31% federal income tax
         backup withholding, the Unit holder must provide to the Purchasers the
         Unit holder's correct Taxpayer Identification Number or Social Security
         Number ("TIN") in the space provided below the signature line and
         certify, under penalties of perjury, that such Unit holder is not
         subject to such backup withholding. The TIN that must be provided is
         that of the registered Unit holder indicated on the front of this
         Letter of Transmittal. If a correct TIN is not provided, penalties may
         be imposed by the Internal Revenue Service ("IRS"), in addition to the
         Unit holder being subject to backup withholding. Certain Unit holders
         (including, among others, all corporations) are not subject to backup
         withholding. Backup withholding is not an additional tax. If
         withholding results in an overpayment of taxes, a refund may be
         obtained from the IRS.

         Box C - FIRPTA Affidavit. To avoid potential withholding of tax
         pursuant to Section 1445 of the Internal Revenue Code, each Unit holder
         who or which is a United States Person (as defined Instruction 3 above)
         must certify, under penalties of perjury, the Unit holder's TIN and
         address, and that the Unit holder is not a foreign person. Tax withheld
         under Section 1445 of the Internal Revenue Code is not an additional
         tax. If withholding results in an overpayment of tax, a refund may be
         obtained from the IRS.

4. Foreign Persons. In order for a Unit holder who is a foreign person (i.e.,
not a United States Person as defined in 3 above) to qualify as exempt from 31%
backup withholding, such foreign Unit holder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal attesting to that
foreign person's status by checking the box preceding such statement. However,
such person will be subject to withholding of tax under Section 1445 of the
Code.

5. Additional Copies of Offer to Purchase and Letter of Transmittal. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Purchasers by calling 800-854-8357.



                                       3

EX-99

                                 Exhibit (a)(5)






To: Holders of Limited Partnership Units in Inland Capital Fund, L.P.

Offer to Purchase Units for $159 per Unit!

                 INCREASED OFFER AND ADDITIONAL TIME TO ACCEPT!

Dear Inland Capital Fund, L.P. Investor:

We are amending for the Offer to Purchase and Letter of Transmittal dated
February 25, 2005 (the "Offer"), which was made by MPF INCOME FUND 21, LLC; MP
VALUE FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6A, LLC; MP VALUE FUND 6, LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE
PATTERSON SPECIAL FUND 7, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF DEWAAY FUND 2,
LLC; MPF DEWAAY FUND 3, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS,
LTD., L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, LTD., L.P.; and MPF-NY
2005, LLC (the "Purchasers"). The Purchasers are offering to purchase up to
8,000 Units of limited partnership interest (the "Units") in INLAND CAPITAL
FUND, L.P., a Delaware limited partnership (the "Partnership"). The Purchasers
have decided to exercise their right to extend the Offer to Purchase until:

                                 April 30, 2005
                                 --------------

This letter is intended to notify potential sellers of our decision to extend
the offer, and INCREASE our offer price by $55 per unit less any distribution
made after February 25, 2005. Although we were aware that early 2004 land sales
had provided the partnership with net cash available for distributions, we were
unaware of the general partner's intent to make a distribution on March 9,
2005--one day after mailing our offer. Thus, our offer price has increased by
$55 per Unit, but because you have received a $216 per Unit distribution check,
if you tender your Units you will receive an additional $159 per Unit pursuant
to this Offer. Please note that our increased offer exceeds recently published
secondary market prices (after adjusting for the distribution) by as much as 15%
on a trading volume of less than 1% of outstanding units.1 Please refer to the
Offer to Purchase for more information regarding the partnership's assets,
disclosures, recent selling prices, and other pertinent information.

If you have already accepted our offer by sending in your Assignment Form there
is no need for you to respond to this letter, because you can be assured you
will receive our highest offer. If you wish to accept our Offer and have not yet
sent in your Assignment Form, or you have misplaced the form, a new Assignment
Form and return envelope are enclosed.

Should you wish to contact us please feel free to call us at (925) 631-9100.

Sincerely,

MacKenzie Patterson Fuller, Inc.
Enclosures (2)



-------------------------
1 The Stanger Report, 4th Quarter 2004; Direct Investments Spectrum,
November/December 2004 and AP Board Auctions, March 8, 2005.

EX-99

                                 Exhibit (a)(6)





PRESS RELEASE
                                        FOR IMMEDIATE RELEASE



MacKenzie Patterson Fuller, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 925-631-9100

March 24, 2004


           MPF INCOME FUND 21, LLC; MP VALUE FUND 6, LLC; MACKENZIE PATTERSON
SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6A, LLC; MP VALUE FUND 6,
LLC; MPF SPECIAL FUND 8, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF
DEWAAY PREMIER FUND, LLC; MPF DEWAAY FUND 2, LLC; MPF DEWAAY FUND 3, LLC;
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, LTD., L.P.; ACCELERATED HIGH
YIELD INSTITUTIONAL FUND I, LTD., L.P.; and MPF-NY 2005, LLC (the "Purchasers")
have increased the Offer Price and extended the expiration date of their tender
offer for Units of limited partnership interest (the "Units") in INLAND CAPITAL
FUND, L.P., a Delaware Limited Partnership (the "Partnerships"). The expiration
date has been extended through April 30, 2005, and the Offer Price has been
increased by $55.00. After reduction for the $216 per Unit distribution paid to
limited partners by the Partnership, the Offer Price is now $159 per Unit. As of
the date hereof, no Units have yet been tendered pursuant to the Offer.

         For further information, contact Christine Simpson at the above
telephone number.