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     FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
       (As last amended in Rel. No. 31326, eff. 10/22/92.)
     
                          UNITED STATES
     
               SECURITIES AND EXCHANGE COMMISSION
     
                     Washington, D.C. 20549
     
                            FORM 10-Q
     
                           (Mark One)
     
     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the period ended  September 30, 1997
     
                               or
     
     [ ] Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from___________ to___________
     
     Commission File Number:     33-31295
     
                       COOL SPRINGS, L.P.
     (Exact name of Registrant as specified in its charter)
     
          Tennessee                               62-1424812
     (State or other jurisdiction of              (I.R.S. Employer 
      incorporation or organization)               Identification) 
     
     One Belle Meade Place,4400 Harding Road,Suite 500,Nashville,TN 37205 
     (Address of principal executive office)      (Zip Code)
     
                         (615) 292-1040
      (Registrant's telephone number, including area code)
     
     
          Indicate by check mark whether the Registrant (1) has filed
     all reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months (or
     for such shorter period that the Registrant was required to file
     such reports), and (2) has been subject to such filing requirements
     for at least the past 90 days.
     
                              YES    X     NO
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                  PART 1. FINANCIAL INFORMATION
                  Item 1. Financial Statement.
     
                       COOL SPRINGS, L.P.
                (A Tennessee Limited Partnership)
     
     
                      FINANCIAL STATEMENTS
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
     
     
     
     
     
     
                              INDEX
     
     
      Financial Statement
     
           Balance Sheet                    3
           Statement of Operations          4
           Statement of Cash Flows          5
           Note to Financial Statements     6
     
     
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     <TABLE>
                       COOL SPRINGS, L.P.
                     (A Limited Partnership)
     
     
                          BALANCE SHEET
                           (Unaudited)
     
     
     <CAPTION>
                             ASSETS
     
                               September 30,   December 31,
                                     1997          1996    
     <S>                             <C>            <C>
     CASH                        $   115,005     $   57,166
     
     LAND HELD FOR INVESTMENT      3,293,363      6,750,244
     
     ESCROW DEPOSITS                 308,449        633,192
     
     
      Total Assets               $ 3,716,817     $7,440,602
                                  ==========     ==========
     
     
     
                LIABILITIES AND PARTNERS' EQUITY
     
     LIABILITIES:
      Accounts Payable               232,450        739,041
      Payable to related party          -             9,141
           Total Liabilities         232,450        748,182
     
     PARTNERS' EQUITY:
     
      Limited partners (6,349 units
           outstanding)            3,098,227      6,030,784
      Special Limited Partner        386,140        661,636
      General partner                    -              -  
     
           Total Partners' equity  3,484,367      6,692,420
        
      Total Liabilities & 
      Partners' Equity            $3,716,817     $7,440,602
                                  ==========     ==========
     
     
     
     <FN>
               See notes to financial statements.
          /TABLE
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     <TABLE>
                            COOL SPRINGS, L.P.               
                          (A Limited Partnership)            

                          STATEMENT OF OPERATIONS
                                (Unaudited)

<CAPTION>

                       Quarter Ending                 Year-to-Date  
                        September 30               Ending September 30,
<S>                 <C>            <C>         <C>           <C>      
                        1997          1996          1997           1996
REVENUES:

Land Sales
Gross Proceeds        $600,000       855,000     6,981,915      1,805,000 
Cost of Land Sold     (456,652)     (689,006)   (5,050,433)    (1,407,343)
Closing Costs          (52,245)      (80,989)     (525,599)      (163,548)

   Gain on Sale         91,103        85,005     1,405,883        234,109 

   Interest Income          21           187         3,399          1,988 
 
Total revenue           91,124        85,192     1,409,282        236,097 


EXPENSES:

   Property taxes       12,671           724       140,119            746
   Legal & Accounting    5,715           452        20,716         15,569       
   Administration        3,000         3,022        10,855         12,135       
   Amortization           -             -             -             1,007
   Interest Expense       -             -             -             4,985
   Land Maintenance      2,029         8,410         3,029          9,270

      Total Expenses    23,415        12,608       174,719         43,712


   
   NET INCOME (LOSS)   $67,709        72,584     1,234,563        192,385





<FN>

                     See notes to financial statements
</TABLE>
                                     
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<TABLE>
                            COOL SPRINGS, L.P.
                          (A Limited Partnership)

                          STATEMENT OF CASH FLOWS
                                (Unaudited)
<CAPTION>

                                         Year-to-date
                                       September 30, 
                                     1997           1996 
<S>                                 <C>          <C>       
Cash Flows from Operating Activities:
Net Income (Loss)               $ 1,234,563       $192,385 

Adjustments to reconcile Net 
Income (Loss) to Net Cash used 
in Operating Activities:
Amortization                           -             1,007 
Change in Accounts Payable           (9,141)           192 
Change in Interest Payable             -            (8,034)
Decrease in Accrued 
    Property Taxes                     -           (11,654)
Increase in Escrow Deposits         324,743       (632,912)
Increase in Development Payable    (506,591)       544,637 
Gain on Sale                     (1,405,883)      (234,109)

Total Adjustments                (1,596,872)      (340,873)

Net Cash used in 
  Operating Activities             (362,309)      (148,488)

Cash Flows from Investing Activities

      Proceeds from Land Sale     6,456,316       1,641,453
      Cost of Land Improvements  (1,593,552)      (631,808)

Net Cash provided by
 Investing Activities             4,862,764       1,009,645

Cash Flows from Financing Activities

      Payments on Note Payable         -          (250,000)
      Distribution of Partners   (4,442,616)      (537,413)

Net Cash used in
 Financing Activities            (4,442,616)      (787,413)

NET CHANGE IN CASH                   57,839         73,744 

CASH AT JANUARY 1,                   57,166         94,635 
CASH AT SEPTEMBER 30,               115,005        168,379 
                                   =========      =========
<FN>
                    See notes to financial statements.
/TABLE
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                            COOL SPRINGS, L.P.
                          (A Limited Partnership)

                     NOTES TO THE FINANCIAL STATEMENTS

               For the Nine Months Ended September 30, 1997
                                (Unaudited)



A.    ACCOUNTING POLICIES

      The unaudited financial statements presented herein have been prepared
      in accordance with the instructions to Form 10-Q and do not include all
      of the information and note disclosures required by generally accepted
      accounting principles.  These statements should be read in conjunction
      with the financial statements and notes thereto included in the
      partnership's Form 10-K for the year ended December 31, 1996.  In the
      opinion of management such financial statements include all adjustments,
      consisting only of normal recurring adjustments, necessary to summarize
      fairly the Partnership's financial position and results of operations. 
      The results of operations for the nine month period ending September 30,
      1997 may not be indicative of the results that may be expected for the
      year ending December 31, 1997.
                                                           


B.    RELATED PARTY TRANSACTIONS

      The General Partner and its affiliates have been actively involved in
      managing the property.  Landmark Realty Services Corporation, an
      affiliate of the General Partner, has been reimbursed for their costs
      which totaled $9,000 and $9,000 for September 30, 1997 and 1996,
      respectively.
                                                           
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      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations
      
      On August 4, 1997, the Regisrtant sold 4.97 acres to a retail user
      for net proceeds of $547,755.  The sale proceeds were used to make
      a cash distribution to the partners.  During the first quarter of
      1997, the Registrant sold approximately 31 acres for net proceeds
      of approximately $5.6 million.  From these proceeds, $1.4 million
      was retained to fund specific development and $3.7 million was
      distributed to the partners.  The remainder was reserved to meet
      operating expenses.
      
      Operations of the Registrant are comparable with prior quarters
      except for the following.  Property tax expense is for rollback
      property taxes assessed by the city and county when certain land
      is sold.  The 1997 increase in legal & accounting expense is due
      to the increased sales activity in 1997.  The 1996 interest
      expense was incurred during the first quarter of 1996 prior to the
      note being paid off on March 28, 1996.  The Registrant has not
      incurred any additional interest expense since that time.
      
      Financial Condition and Liquidity
      
           As of October 31, 1997, the Registrant had $107,964 in cash
      reserves.  The General Partners believe that this amount is
      sufficient to cover all development and operating needs of the
      Registrant for the next year.
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      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations
      
      During the third quarter of 1996, the Registrant sold 1.7 acres
      for $855,000.  From these proceeds, $537,413 was distributed to
      the partners and $73,000 was put into escrow for future
      development.  The remaining proceeds were retained to meet
      operating and development needs.  During the first quarter of
      1996, the Registrant sold approximately 4.4 acres for gross
      proceeds of $950,000.  From these proceeds, the General Partner
      retired the loan secured in 1994.  Also from these proceeds,
      $544,637 was retained to fund specific development.
      
      Overall operations of the Registrant have not fluctuated
      significantly. The decline in interest and amortization expense
      is due to the retirement of the Note Payable in the first quarter
      of 1996.  Loan costs related to the Note Payable were being
      amortized in the prior periods and the remaining balance was
      expensed in the second quarter of 1996.  Property taxes are
      significantly lower due to a significant reduction in the
      appraised value of the land.  Land maintenance costs have risen
      due to development on the Property. 
      
      Financial Condition and Liquidity
      
           As of October 31, 1996, the Registrant had $153,562 in cash
      reserves.  The General Partners believe that this amount is
      sufficient to cover all operating needs of the Registrant for the
      next year.  Escrow deposits are sufficient to fund all development
      costs.
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                  Part II. Other Information
      
      Item 6.     Exhibits and Reports on Form 8-K
      
                (a)  Exhibits
      
                Exhibit 27 - Financial Data Schedule 
      
                (b)  No 8-K's have been filed during this quarter.
      
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                          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, thereunto duly authorized.
      
      
                                       COOL SPRINGS, L.P.
      
                                       By:  222 C.S., L.P.
                                            General Partner
      
      
      
      Date: November 25, 1997      By:  /s/ Steven D. Ezell
                                            General Partner
      
      
      
                                       By:  222 PARTNERS, INC.
                                            General Partner
      
      
      
      Date: November 25, 1997      By:  /s/Michael A. Hartley
                                            Secretary/Treasurer
      
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