UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20459

                            FORM 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
[Fee Required]
                    For the fiscal year ended
                        December 31, 1999

                               or

[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from ______to______

                     Commission File Number
                            33-5785-A

                    NASHVILLE LAND FUND, LTD.
     (Exact name of Registrant as specified in its charter)

     Tennessee                            62-1299384
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)      Identification Number.)

  One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee                                    37205
(Address of principal executive office)   (Zip Code)

Registrant's telephone number, including area code: (615) 292-1040

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class           Name of each exchange on which
                                          registered

          None                               None

Securities registered pursuant to Section 12(g) of the Act:
              UNITS OF LIMITED PARTNERSHIP INTEREST
                        (Title of Class)

          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

          Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.                    [X]

          The aggregate sales price of the Units of Limited
Partnership Interest to non-affiliates was $7,500,000 as of
February 28, 2000.

This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these units.

<PAGE>
                             PART I
Item 1.  Business

          Nashville Land Fund, Ltd.  ("Registrant"), is a Tennessee
limited partnership organized on March 26, 1986, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended.  The
General Partner of Registrant is 222 Partners, Inc.

          Registrant's primary business is to own and hold for
investment undeveloped real properties located in Goodlettsville,
Sumner County and Nashville, Davidson County, Tennessee (the
"Property").  Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the Property
due to development of the immediately surrounding areas and the
growth of the communities generally.

Financial Information About Industry Segments

          The Registrant's activity, investment in land, is within
one industry segment and geographical area.  Therefore, financial
data relating to the industry segment and geographical area is
included in Item 6 - Selected Financial Data.

Narrative Description of Business

          The Registrant is holding for investment approximately 32
sellable acres of land in various stages of development in
Goodlettsville, Sumner County and Nashville, Davidson County,
Tennessee.  These properties will be referred to respectively as
North Creek Business Park Property and Larchwood Property in the
remainder of this report.

          The North Creek Business Park Property is approximately
21 acres of land.  It is cleared, graded and improved with roads
and utilities.  The North Creek Business Park Property is located
in the incorporated City of Goodlettsville, approximately 12 miles
north of downtown Nashville, and is zoned Commercial PUD.  It is
intended for office users.

          An affiliate of the General Partner, North Creek
Associates, Ltd., owns land in the immediate vicinity of  North
Creek Business Park.  North Creek Associates, Ltd.'s land is
intended primarily for retail and apartment use.  The retail site,
called North Creek Commons, does not directly compete with the
Registrant due to their different uses.

          The Larchwood Property is approximately 11 acres located
in Nashville, Davidson County.  It is subdivided into  4 tracts,
which are cleared and graded.  One of the four tracts is zoned for
residential use, and all remaining acreage is zoned Commercial PUD.

<PAGE>
Competition:

          The competition surrounding the Registrant's Property has
had very little change in the recent years.  The competitive sites
have also seen little activity in the past year and are asking
similar prices to the Registrant.

          The Registrant has no employees.  Partnership management
services are being provided under a contractual agreement with
Landmark Realty Services Corporation, an affiliate of the General
Partner.

Item 2.  Properties

          As of December 31, 1999, Registrant owned approximately
32 sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee.  These properties consist of
21 acres in the North Creek Business Park and 11 acres of the
Larchwood Property.  For further information, see Item 1 above.

Item 3.  Legal Proceedings

          Registrant is not a party to, nor is any of Registrant's
property the subject of, any material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

          The security holders of Registrant did not vote on any
matter during the fiscal year covered by this report.

                             PART II

Item 5.  Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters

          There is no established market for the Units, and it is
not anticipated that any will exist in the future.  The Registrant
commenced an offering to the public on June 26, 1986 of 7,500 Units
of limited partnership interests at $1,000 per Unit.  The offering
of $7,500,000 was fully subscribed and closed on July 31, 1986.  As
of February 28, 2000, there were 465 holders of record of the 7,500
Units of limited partnership interests.

          There are no material restrictions upon Registrant's
present or future ability to make distributions in accordance with
the provisions of Registrant's Limited Partnership Agreement.

<PAGE>
Item 6.  Selected Financial Data

                 For the Year Ended December 31,

                   1999      1998     1997      1996      1995

Total Revenue  $ 339,656   473,706   106,214   48,475    441,335
Net Income
 (loss)           88,966   363,144     3,346 (935,415)   242,773
Net Income
(loss) per limited
 partner unit      11.86     48.42      0.45  (124.72)     32.37


Total Assets   2,304,829 3,088,632 4,204,625 4,220,840 5,159,939
Cash Distributions
per limited
partner unit         120       200        -          -       200



Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Results of Operations

Sales

     During 1999, the Registrant sold approximately 13 acres at the
North Creek Business Park Property.  Gross proceeds were
approximately $1.2 million.  From these proceeds, $900,000 was
distributed to the partners.  The remaining proceeds were used to
meet operational expenses of the partnership.

     During 1998, the Registrant sold four parcels of land.  Three
sales were from the North Creek Business Park Property.  These
sales totalled 9.7 acres and had gross proceeds of $1,325,076.  The
other sale from the Larchwood Property was for 2.5 acres and had
gross proceeds of  $260,670.  From these and prior sales, the
Registrant distributed $1,500,000 to the limited partners.

     In 1997, The Registrant sold 1.47 acres of the Larchwood
property for approximately $320,000.  Proceeds were retained to
meet operating expenses.

Analysis of Operations

      Operations of the Registrant are consistent through the
years.
     During the fourth quarter of 1999, based on recent sales
projections, management determined that the property held for sale
was impaired and, in accordance with SFAS No. 121, increased the
allowance by $140,000 to $1,017,154 from the prior amount of
$877,154.
<PAGE>
Year 2000

     In 1998, the Partnership initiated a plan ("Plan") to
identify, and remediate "Year 2000" issues within each of its
significant computer programs and certain equipment which contain
microprocessors.  The Plan addressed the issue of computer programs
and embedded computer chips being unable to distinguish between the
year 1900 and the year 2000, if a program or chip uses only two
digits rather than four to define the applicable year.  The
Partnership divided the Plan into five major phases-assessment,
planning, conversion, implementation and testing. The plan was
completed in mid 1999.  The total remediation costs for the plan
were not material to the operation or liquidity of the
partnerships. The Registrant had no significant operational
difficulties related to Year 2000 issue.  Management does not
expect any future issues or operational problems related to Year
2000 issues.

Financial Condition and Liquidity

     At February 29, 2000 $ 95,478 was held in cash and cash
equivalents to cover partnership administrative expenses.  The
General Partner believes that this cash will be sufficient to meet
operating needs for 2000.

Item 8.  Financial Statements and Supplementary Data

     The Financial Statements required by Item 8 are filed at the
end of this Report.

Item 9.  Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure

     None.

                            PART III

Item 10.  Directors and Executive Officers of the Registrant

     Registrant does not have any directors or officers.  222
Partners, Inc. is the General Partner of the Registrant and as such
has general responsibility and ultimate authority in matters
affecting Registrant's business.

222 Partners Inc.

     222 Partners, Inc. was formed in September, 1986 and serves as
co-general partner for several other real estate investment limited
partnerships.  The executive officers and directors of 222
Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A.
Hartley.

Officers and Directors of 222 Partners, Inc. are as follows:

     W. Gerald Ezell, age 69, serves on the Board of Directors of
222 Partners, Inc.  Until November, 1985, Mr. Ezell had been for
over 20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.

     Steven D. Ezell, age 47, is the President and sole shareholder
of 222 Partners, Inc.  He has been an officer of 222 Partners, Inc.
from September 17, 1986 through the current period.  Mr. Ezell is
President and 50% owner of Landmark Realty Services Corporation.
For the prior four years, Mr. Ezell was involved in property
acquisitions for Dean Witter Realty Inc. in New York City, most
recently as Senior Vice President.  Steven D. Ezell is the son of
W. Gerald Ezell.

     Michael A. Hartley, age 40, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc.  He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
He is Vice President and 50% owner of Landmark Realty Services
Corporation.  Prior to joining Landmark in 1986, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.

Item 11.  Executive Compensation

     During 1999, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."

     The General Partner does participate in the profits, losses
and distributions of the Registrant as set forth in the Partnership
Agreement.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

     As of February 28, 2000 no person or "group" (as that term is
used in Section 13(d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.

     As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.

     There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.

Item 13.  Certain Relationships and Related Transactions

     No affiliated entities have, for the year ending December 31,
1999, earned or received compensation or payments for services from
the Registrant in excess of $60,000.  For a listing of
miscellaneous transactions with affiliates which were less than
$60,000 refer to Note 4 of the Financial Statements included
herein.

                             PART IV

Item 14.  Exhibits Financial Statement Schedules and Reports on
Form 8-K
     (a)  (1)  Financial Statements

               Independent Auditors' Report            F-1
               Financial Statements
               Balance Sheets                          F-2
               Statements of Operations                F-3
               Statements of Partners' Equity          F-4
               Statements of Cash Flows                F-5
               Notes to Financial Statements           F-6

          (2)  Financial Statement Schedules

               Independent Auditors' Report            S-1

               Schedule III - Real Estate and Accumulated
                    Depreciation                       S-2


          (3)  Exhibits

               3    Amended and Restated Certificate and
                    Agreement of limited Partnership,
                    incorporated by reference to Exhibit A
                    to the Prospectus of Registrant dated
                    June 26, 1986 filed pursuant to Rule 424 (b)
                    of the Securities and Exchange Commission.

               22   Subsidiaries - Registrant has no subsidiaries.

               27   Financial Data Schedule

     (b)  No reports on Form 8-K have been filed during the last
     quarter of 1999.

                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                 NASHVILLE LAND FUND, LTD.

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 30, 2000                 By:/s/ Steven D. Ezell
                                      President and Director

DATE:  March 30, 2000                 By:/s/ Michael A. Hartley
                                      Secretary Treasurer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

                                  NASHVILLE LAND FUND, LTD.

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 30, 2000                 By:/s/ Steven D. Ezell
                                      President and Director

DATE:  March 30, 2000                 By:/s/ Michael A. Hartley
                                      Secretary Treasurer

     Supplement Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:

     No annual report or proxy material has been sent to security
holders.


                  Independent Auditors' Report

The Partners
Nashville Land Fund, Ltd.:

We have audited the accompanying balance sheets of Nashville Land
Fund, Ltd. (a limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1999.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Nashville Land Fund, Ltd. at December 31, 1999 and 1998, and the
results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity
with generally accepted accounting principles.


                                         KPMG LLP


Nashville, Tennessee
January 21, 2000
                               F-1

<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                         Balance Sheets

                   December 31, 1999 and 1998

                 Assets                     1999        1998

Cash                                  $    128,827         47,881
Restricted Cash (note 2)                    36,982         35,829
Land and improvements held for
  investment, less valuation allowance
  of $1,017,154 and $877,154 in 1999
  and 1998 (note 3)                      2,116,945      3,004,747

Due From Affiliates                         21,900           -
Other assets                                   175            175
              Total assets             $ 2,304,829      3,088,632

 Liabilities and Partners' Equity

Accounts payable                      $     61,069         33,838

Partners' equity:
  Limited partners, 7,500 units
     outstanding                         2,234,674      3,054,708
  Special limited partner                        4              4
  General partner                               82             82
         Total partners' equity          2,243,760      3,054,794

Commitments(notes 2 and 4)

      Total liabilities
          and partners' equity       $   2,304,829      3,088,632

See accompanying notes to financial statements.

                               F-2

<PAGE>
                         NASHVILLE LAND FUND, LTD.
                          (A Limited Partnership)

                         Statements of Operations

           For the Years Ended December 31, 1999, 1998 and 1997

                                    1999       1998      1997
Revenue:

  Sale of land and improvements $ 1,185,919 1,585,746   320,390
    Cost of land and
    improvements sold              (751,019) (965,501) (189,530)
     Closing costs (note 4)        (100,709) (153,824)  (28,245)
      Gain on land sales            334,191   466,421   102,615

   Interest                           5,365     7,285     2,841
   Miscellaneous                        100      -          758
             Total revenues         339,656   473,706   106,214

Expenses:
   Partnership and property
      management fees (note 4)       14,000    14,000     14,000
   Association fees (note 5)         24,528    25,463     23,339
   Legal and accounting fees
      (note 4)                       26,917    19,352     19,393
   Architect and engineering fees     9,173    10,822      8,575
   General and administration(note4)  1,429     3,313      5,153
   Property taxes                    34,643    37,612     32,408
   Increase in valuation allowance
    for land held for
    investment (note 3)             140,000      -          -

      Total expenses                250,690   110,562    102,868
      Net income              $      88,966   363,144      3,346

Net income allocated to:

   General partner              $      -         -          -
   Special limited partner             -         -          -
   Limited partners                  88,966   363,144      3,346
  Net income per limited
   partnership unit:            $     11.86     48.42       0.45

Weighted average units outstanding    7,500     7,500      7,500


See accompanying notes to financial statements.



                                    F-3






                       NASHVILLE LAND FUND, LTD.
                        (A Limited Partnership)

                    Statements of Partners' Equity

              Years ended December 31, 1999, 1998 and 1997

                                           Special
                             Limited       limited   General
                            partners      partner    partner    Total
                         units    amount
Balance at
 December 31, 1996     7,500  $4,188,218          4      82   4,188,304

  Net income            -          3,346       -         -        3,346

Balance at
  December 31, 1997    7,500   4,191,564          4      82   4,191,650

Distributions (Note 6)  -     (1,500,000)      -          -  (1,500,000)

  Net Income            -        363,144       -          -     363,144

Balance at
  December 31, 1998   7,500    3,054,708          4      82   3,054,794

  Net Income            -         88,966       -          -      88,966

  Distribution(Note 6)  -       (900,000)      -          -    (900,000)

Balance at
  December 31, 1999   7,500   $2,243,674          4      82   2,243,760



See accompanying notes to financial statements.
                                  F-4

                      NASHVILLE LAND FUND, LTD.
                        (A Limited Partnership)
                       Statements of Cash Flows
             Years ended December 31, 1999, 1998, and 1997

                                1999        1998       1997
Cash flows from operating activities:
 Net income                    $  88,966     363,144        3,346
 Adjustments to reconcile net
  income to net cash provided
  by operating activities:
    Cost of land and
     improvements sold           751,019     965,501      189,530
    Cost of land improvements    (3,217)    (45,105)     (59,341)
    Increase in restricted cash  (1,153)    (13,829)     (22,000)
    Decrease (Increase)
     in other assets                 -           117         (17)
    Increase (decrease) in
     accounts payable             27,231      20,863     (19,561)
    Return of development fees      -           -          11,500
    Increase in accounts
     receivable from affiliates (21,900)        -            -
    Increase in valuation allowance
      for land held
      for investment             140,000        -            -

Net cash provided by operating
  activities                     980,946   1,290,691      103,457

  Cash flows from financing
  activities-
    Distributions to partners  (900,000) (1,500,000)        -

Net increase (decrease)
    in cash                       80,946   (209,309)      103,457

  Cash at beginning of year       47,881     257,190      153,733
  Cash at end of year           $128,827      47,881      257,190


See accompanying notes to financial statements.

                                  F-5

                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1999 and 1998

(1)     Summary of Significant Accounting Policies

    (a) Organization

        Nashville Land Fund, Ltd. (the Partnership) is a
        Tennessee  Limited Partnership organized in March, 1986
        to acquire, own, and hold for investment certain parcels
        of undeveloped real property located in Metropolitan
        Nashville, Davidson County, and Sumner County, Tennessee.
        222 Partners, Inc. is the general partner of the
        Partnership.  The Partnership prepares financial
        statements and income tax returns on the accrual basis of
        accounting.  In the event that the Partnership has short-
        term cash deficiencies, the General Partner can defer the
        collection of fees for certain related party expenses or
        grant interest-free loans from related parties until cash
        becomes available.

    (b) Estimates

        Management of the partnership has made certain estimates
        and assumptions to prepare these financial statements in
        accordance with generally accepted accounting principles.
        These estimates include the determination of the estimated
        fair value of the land held for investment.  Actual results
        could differ from those estimates.

    (c) Cash

        Cash belonging to the Partnership is combined in an account
        with funds from other partnerships related to the general
        partner.

    (d) Land and Improvements Held for Investment

        Land and improvements held for investment are recorded at
        cost and include two tracts of undeveloped land
        representing approximately 32 and 45 acres in 1999 and
        1998, respectively.  Land costs include amounts
        incurred to acquire and develop the land, including
        interest and property taxes, during the development period.

                             F-6
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(1)     Summary of Significant Accounting Policies (continued)

    (d) Land and Improvements Held for Investment(continued)

        Costs to hold land, including interest and property taxes,
        are charged to expense.  Land improvement costs incurred
        include development costs expended subsequent to the
        acquisition of a tract.

        Long-lived assets to be disposed of are reported at the
        lower of the carrying amount or fair value less estimated
        costs to sell.  If such assets are considered impaired, the
        impairment to be recognized is measured by the amount by
        which the carrying amount of the assets exceeds the fair
        value less estimated costs to sell of the assets.  If
        impaired, management establishes an allowance for
        impairment with a corresponding charge to earnings.  Losses
        upon the sale of the assets are recognized against the
        allowance to the extent available.

    (e) Income Recognition

        Income from sales of land and improvements held for
        investment is generally recorded on the accrual basis when
        the buyer's financial commitment is sufficient to provide
        economic substance to the transaction, and when other
        criteria of SFAS No. 66 " Accounting for Sales of Real
        Estate" are satisfied.  For sales of real estate where both
        cost recovery is reasonably certain and the collectibility
        of the contract price is reasonably assured, but the
        transaction does not meet the remaining requirements to be
        recorded on the accrual basis, profit is deferred and
        recognized under the installment method, which recognizes
        profit as collections of principal are received.  If
        developments subsequent to the adoption of the installment
        method occur which cause the transaction to meet the
        requirements of the full accrual method, the remaining
        deferred profit is recognized at that time.  Any losses on
        sales of real estate are recognized at the time of the
        sale.

                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(1)     Summary of Significant Accounting Policies (continued)

    (f) Income Taxes

        No provision has been made in the financial statements for
        Federal income taxes, since such taxes are the
        responsibilities of the partners.  The partnership is
        subject to a 6% state tax on certain interest income.
        Additionally, the partners receive, from the partnership,
        IRS Form K-1's which provides them with their share of
        taxable income (or losses), deductions, and other tax
        information. The primary difference between the tax basis
        and reported amounts of the Partnership's assets and
        liabilities relates to the valuation of land held for
        investment.

    (g) Partnership Allocations

        Net profits, losses and distributions of cash flow of the
        Partnership are allocated to the partners in accordance
        with the Partnership agreement as follows:

        Partnership net profits are allocated first to any partner
        with a negative balance in their capital account,
        determined at the end of the taxable year as if the
        Partnership had distributed cash flow, in proportion to the
        negative capital balance account of all partners until no
        partner's capital account is negative.  Net profit
        allocations are then made to the limited partners up to the
        difference between their capital account balances and the
        sum of their adjusted capital contributions (capital
        balance, net of cumulative cash distributions in excess of
        preferred returns - 10% annual cumulative return on capital
        contributed) and unpaid preferred returns.  Any remaining
        net profits are allocated to the limited partners until the
        taxable year in which cumulative distributions to the
        limited partners equal their adjusted capital contribution
        plus an unpaid preferred return.  Net profits are then
        allocated to the general partner until the ratio of the
        general partner's capital account balance to the capital
        account balances in excess of adjusted capital
        contributions and unpaid preferred return of all limited
        partners is 28% to 72%. Thereafter, profits are generally
        allocated 28% to the general partner and 72% to the limited
        partners.
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(1)     Summary of Significant Accounting Policies (continued)

    (g) Partnership Allocations(continued)

        Net losses are allocated to the partners in proportion to
        their positive capital accounts.  Partnership distributions
        are allocated to the limited partners in an amount equal to
        their preferred return (10% annual cumulative return on
        capital contributed) to the extent unpaid to date.  Any
        remaining distributions are allocated 99% to the limited
        partners and 1% to the general partner until the limited
        partners have received an amount equal to their adjusted
        capital contributions, and thereafter, 72% to the limited
        partners and 28% to the general partner.

        Cumulative unpaid preferred returns are $4,116,558 at
        December 31, 1999.

     (h)    Comprehensive Income

        Comprehensive income is defined as the change in equity of
        a business enterprise, during a period, associated with
        transactions and other events and circumstances from non-
        owner sources.  It includes all changes in equity during a
        period except those resulting from investments by owners
        and distributions to owners.  During the years ended
        December 31, 1999 and 1998, the Partnership had no
        components of other comprehensive income.  Accordingly,
        comprehensive income for each of the years was the same as
        net income.

(2)     Restricted Cash

        At December 31, 1999 and 1998, the Partnership has
        restricted cash balances of $36,982 and $35,829,
        respectively, to be used to fund property improvements,
        consisting of utility work. This restricted cash secures a
        letter of credit in the same amount to ensure that the
        required developments are made.

                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(3)     Land and Improvements Held for Investment

        The components of land and improvements held for investment
        at December 31, are as follows:
                                         1999              1998

        Land and improvements       $   3,134,099       3,881,901
        Valuation Allowance            (1,017,154)       (877,154)

                                    $   2,116,945       3,004,747

        The aggregate cost for federal income tax purposes was
        $3,195,586 and $3,972,199 at December 31, 1999 and 1998,
        respectively.

        During the fourth quarter of 1999, based on recent sales
        projections, management determined that the property held
        for sale was impaired and, in accordance with SFAS No. 121,
        increased the allowance by $140,000 to $1,017,154 from the
        prior amount of $877,154.

(4) Related Party Transactions

        The general partner and its affiliates have been actively
        involved in managing the Partnership.  Affiliates of the
        general partner receive fees for performing certain
        services.  Expenses incurred for these services for the
        years ended December 31, 1999, 1998, and 1997 are as
        follows:
                                       1999      1998      1997
          Partnership and property
            management fees          $ 14,000    14,000    14,000
          Development fees(closing costs) -      10,020      -
          Accounting fees               3,100     3,101     2,600
          Office Administration Fees      384     2,311     1,250

(5)  Association Fees

          During 1989, an owners' association was formed to manage
          a portion of the land and improvements held for
          investment. The Partnership incurred association fees
          totaling $24,528  in 1999, $25,463 in 1998, and $23,339
          in 1997 which relate  to the Partnership's pro rata share
          of the owners' association expenses, consisting primarily
          of electricity costs, irrigation, and landscape
          maintenance.

                              F-10
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements
(6)     Distributions

          For the year ended December 31, 1999, the Partnership
          made distributions to the limited partners of $900,000
          ($120 per unit).  There were distributions of $1,500,000
          ($200 per unit) in 1998 and no distributions were made in
          1997.






                              F-11

                  Independent Auditors' Report

The Partners
Nashville Land Fund, Ltd.:

Under date of January 21, 2000, we reported on the balance sheets
of Nashville Land Fund, Ltd. as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1999.  These financial statements and our report thereon are
included elsewhere herein.  In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement Schedule III, Real Estate and
Accumulated Depreciation.  This financial statement schedule is the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on this financial statement schedule based
on our audits.

In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.


Nashville, Tennessee                          KPMG LLP
January 21, 2000




                               S-1


<TABLE>

                                                NASHVILLE LAND FUND, LTD.
                                                 (A Limited Partnership)
                                                           Schedule III
                                             Real Estate and  Accumulated Depreciation
                                                        (December 31, 1999)

                    Initial Cost to          Cost capitalized              Gross amount at
                      Partnership               subsequent                  which carried
                                              to acquisition              at close of period
<CAPTION>

Description   Encum-      Land         Building   Improve-   Carrying     Land    Building    Total Accumulated Date of     Date
             brances & improvements                 ments      costs             & improve-             de-    construct  acquired
                                                                                    ments           preciation*  tion
<S>        <C>        <C>              <C>       <C>         <C>       <C>        <C>        <C>      <C>       <C>

North Creek
Business Park
21 acres     $ -            775,298         -     435,895      42,494    775,298   478,389  1,253,687     -       n/a      6/16/86

Larchwood Property
11 acres       -            378,029         -     441,558      43,671    378,029   485,229    863,258     -       n/a      7/31/87

Total       $ -           1,153,327         -     877,453      86,165  1,153,327   963,618  2,116,945


*Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated depreciation and
 depreciable lives are non applicable.
Amounts are net of valuation allowance of $1,017,154.
</TABLE>
                                S-2
                          Schedule III

                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

            Real Estate and Accumulated Depreciation(continued)
                        December 31, 1999



                                 1999        1998        1997

(1) Balance at beginning   $   3,004,747   3,925,143   4,066,832
      of Period
  Additions during period:
     Improvements                  3,217      45,105      59,341
  Deductions during period:
    Cost of real estate sold   (751,019)   (965,501)   (189,530)
  Other- reimbursement of
    development fees
    from municipality              -           -        (11,500)
  Increase in valuation
    allowance for land
    held for investment        (140,000)       -           -

                               (891,019)   (965,501)   (201,030)
 Balance at end
    of period             $   2,116,945   3,004,747   3,925,143

(2)  Aggregate cost for
      Federal income
       tax purposes         $ 3,195,586   3,972,197   5,069,648










See accompanying independent auditors' report.


                               S-3


Exhibits Filed Pursuant to Item 14 (a) (3):

                    NASHVILLE LAND FUND, LTD.
                (A Tennessee Limited Partnership)

                          Exhibit Index

Exhibit
     3    Amended and Restated Certificate and Agreement of limited
          Partnership, incorporated by reference to Exhibit A to
          the  Prospectus of Registrant dated June 26, 1986 filed
          pursuant to Rule 424 (b) of the Securities and Exchange
          Commission.

     22   Subsidiaries - Registrant has no subsidiaries.

     27   Financial Data Schedule