<PAGE>


                          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, 1998

                               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, 1999.

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 45
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
34 acres of land.  It is subdivided into 19 tracts, which are
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, 1998, Registrant owned approximately
45 sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee.  These properties consist of
34 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, 1999, there were 463 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,

                   1998      1997     1996      1995      1994

Total Revenue  $ 473,706   106,214   48,475    441,335   124,358  
  
Net Income
 (loss)          363,144     3,346 (935,415)   242,773    11,389  

Net Income
(loss) per limited
 partner unit      48.42      0.45  (124.72)     32.37      1.52  
 
Total Assets   3,088,632 4,204,625 4,220,840 5,159,939 6,430,985 
Cash Distributions
per limited
partner unit         200        -         -       200          -  
 
   

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

Results of Operations

Sales
     
     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.  

     In 1996, the Registrant sold .64 acres of the Larchwood
Property for approximately $108,000.   

Analysis of Operations

      Operations of the Registrant are consistent through the years
except for the following.  The increase in interest income in 1998
is due to larger cash balances held throughout the year.  Asset
writedown expense in 1996 relates to the Registrant's reevaluation
of the carrying value of land and improvements held for investment
under Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."  This Statement, which was
initially adopted January 1, 1996, requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment on
a property by property basis whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable.  Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell.  The
valuation of the land held is evaluated each year.  

     The increase in 1998 architect and engineering fees is due to
additional costs incurred due to sales.     

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 is addressing 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 has divided the Plan into five major phases-
assessment, planning, conversion, implementation and testing. 
After completing the assessment and planning phases earlier in the
year, the Partnership is currently in the conversion,
implementation, and testing phases.  Systems which have been
determined not to be Year 2000 compliant are being either replaced
or reprogrammed, and thereafter tested for Year 2000 compliance. 
The Plan anticipates that by mid-1999 the conversion,
implementation and testing phases will be completed.  Management
believes that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.

     The Partnership is in the process of identifying and
contacting critical suppliers and other vendors whose computerized
systems interface with the Partnership's systems, regarding their
plans and progress in addressing their Year 2000 issues.  The
Partnership has received varying information from such third
parties on the state of compliance or expected compliance. 
Contingency plans are being developed in the event that any
critical supplier or customer is not compliant.  

     The failure to correct a material Year 2000 problem could
result in an interruption in, or failure of, certain normal
business activities or operations.  Such failures could materially
and adversely affect the Partnership's operations, liquidity and
financial condition.  Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.

Financial Condition and Liquidity

     At February 28, 1999 $20,171 was held in cash and cash
equivalents to cover partnership administrative expenses.  This
cash is not expected to be sufficient to cover operating expenses
for 1999. 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.

     Sales of the land held for investment are the Registrant's
primary sources of additional capital resources and liquidity.
     
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 68, 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 46, 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 39, 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 1998, 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, 1999 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,
1998, 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.
<PAGE>
                             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 1998.
<PAGE>
                           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 31, 1999                     By:/s/ Steven D. Ezell
                                          President and Director

DATE:  March 31, 1999                     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 31, 1999                    By:/s/ Steven D. Ezell
                                         President and Director

DATE:  March 31, 1999                    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.
<PAGE>

                  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, 1998 and
1997, and the related statements of operations, partners' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1998.  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, 1998 and 1997, and the
results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1998, in conformity
with generally accepted accounting principles.


                                         KPMG LLP


Nashville, Tennessee
January 22, 1999
                               F-1
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                         Balance Sheets

                   December 31, 1998 and 1997

                 Assets                     1998         1997

Cash                                 $     47,881      257,190    
Restricted Cash (note 2)                   35,829       22,000    
Land and improvements held for
investment, less valuation allowance
of $877,154 in 1998 and 1997 (note 3)   3,004,747    3,925,143    
Other assets                                  175          292    
 
              Total assets            $ 3,088,632    4,204,625    
   

 Liabilities and Partners' Equity

  Accounts payable                    $    33,838       12,975    
  
Partners' equity:

  Limited partners, 7,500 units
     outstanding                        3,054,708    4,191,564    
  Special limited partner                       4            4    
  General partner                              82           82    

         Total partners' equity         3,054,794    4,191,650    

Commitments(notes 2 and 4)
            Total liabilities
          and partners' equity       $  3,088,632    4,204,625 


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, 1998, 1997 and 1996

                                    1998       1997         1996 
Revenue:

  Sale of land and improvements $1,585,746   320,390    107,812   
   Cost of land and
    improvements sold             (965,501) (189,530)   (48,686)  
   Closing costs (note 4)         (153,824)  (28,245)   (17,284)  
     Gain on land sales            466,421   102,615     41,842 

   Interest                          7,285      2,841      6,133  
   Miscellaneous                         -        758        500

         Total revenues            473,706    106,214     48,475  
     
Expenses:
   Writedown of land held for
     investment (note 3)                 -          -    877,154  
    State income tax                     -          -      8,829  
   Partnership and property  
      management fees (note 4)      14,000     14,000     14,000  
    
   Association fees (note 5)        25,463     23,339     24,691
   Legal and accounting fees
   (note 4)                         19,352     19,393     17,499
   Architect and engineering fees   10,822      8,575      7,307  
   General and administration(note4) 3,313      5,153      2,293  
   Property taxes                   37,612     32,408     32,117  
  
      Total expenses               110,562    102,868    983,890  

      Net income (loss)       $    363,144      3,346   (935,415)
  
Net income (loss) allocated to:

   General partner              $        -          -        (18) 
    Special limited partner              -          -         (1) 
    Limited partners               363,144      3,346   (935,396) 
  
Net income (loss) per limited
   partnership unit:            $    48.42       0.45    (124.72)

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, 1998, 1997 and 1996

                                           Special
                             Limited       limited   General
                            partners      partner    partner    Total
                         units    amount
Balance at 
  December 31, 1995    7,500   5,123,614          5     100  5,123,719 

  Net loss              -      (935,396)        (1)     (18)   (935,415)

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

See accompanying notes to financial statements.
                                  F-4
<PAGE>
                      NASHVILLE LAND FUND, LTD.
                        (A Limited Partnership)
                                   
                       Statements of Cash Flows
             Years ended December 31, 1998, 1997, and 1996

                                1998        1997       1996
Cash flows from operating
 activities:
  Net income (loss)       $    363,144     3,346    (935,415)
 Adjustments to reconcile net
  income (loss) to net cash
  provided by (used in) operating
      activities:
      Cost of land and
         improvements sold     965,501   189,530      48,686
      Cost of land
         improvements          (45,105)  (59,341)          -
      
      Writedown of land and
         improvements held for
         investment                  -          -     877,154
      Increase in restricted
         cash                  (13,829)   (22,000)       -  
      (Increase) Decrease  
         in other assets            117       (17)       -  
      Increase (decrease) in
          accounts payable       20,863   (19,561)     (3,684)
      Return of development
          fees                        -    11,500       3,150
             
        Net cash provided by
          (used in) operating
          activities          1,290,691   103,457     (10,109)

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

          Net increase (decrease)
            in cash             (209,309) 103,457     (10,109)
  Cash at beginning 
          of year                257,190  153,733     163,842  
  Cash at end of year        $    47,881  257,190     153,733  



Supplemental disclosures of cash flow information:
                               
                                 1998      1997       1996  
  Cash paid for state
   income taxes              $      -         -      8,829 
See accompanying notes to financial statements.
                                  F-5<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1998 and 1997

(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.  

    (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 in accordance
        with the provisions of SFAS No. 121.  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 93 and 103 acres in 1998 and
        1997, respectively.  Approximately 46 acres of the land are
        available for sale with the remainder being flood plain,
        roads, and landscaping.  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)

        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.

        The Partnership adopted the provisions of Statement of
        Financial Accounting Standards (SFAS) No. 121, "Accounting
        for the Impairment of Long-Lived Assets to Be Disposed Of"
        in a prior year. This Statement requires that long-lived  
        assets to be disposed of be 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. 
        The initial adoption of SFAS No. 121 did not have a
        material impact on the Partnership's financial position,
        results of operations, or liquidity.  During 1996, as a
        result of revisions in management's assumptions used in
        determining the properties' estimated fair values, a
        valuation allowance of $877,154 was charged to operations
        and recorded as a reduction in the carrying value of the
        land and improvements held for investment.  See note 3.

    (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 

                               F-7
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements
          
(1)     Summary of Significant Accounting Policies (continued)

    (e) Income Recognition(continued)

        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.
        
    (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.  

                               F-8
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements
                 
(1)     Summary of Significant Accounting Policies (continued)

    (g) Partnership Allocations(continued)

        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.  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 $4,266,558, and
        $5,016,558 at December 31, 1998 and 1997, respectively.  

(h)    Comprehensive Income

        Effective January 1, 1998, the Partnership adopted SFAS No.
        130 "Reporting Comprehensive Income."  SFAS No. 130
        establishes standards for reporting and display of
        comprehensive income and its components in a full set of
        general-purpose financial statements and requires that all
        components of comprehensive income be reported in a
        financial statement that is displayed with the same
        prominence as other financial statements.  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, 1998 and 1997, the Partnership had no components of
        other comprehensive income.  Accordingly, comprehensive
        income for each of the years was the same as net
        income(loss).
                               F-9<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(2)     Restricted Cash

        At December 31, 1998 and 1997, the Partnership has
        restricted cash balances of $35,829 and $22,000,
        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.

(3)     Land and Improvements Held for Investment

        The components of land and improvements held for investment
        at December 31, are as follows:
                                         1998              1997

        Land and improvements       $ 3,881,901       4,802,297   
        Valuation Allowance            (877,154)       (877,154)  
   
                                    $ 3,004,747       3,925,143   
  
 
        The aggregate cost for federal income tax purposes was
        $3,972,197 and $5,069,648 at December 31, 1998 and 1997,
        respectively. 

        
        During the year ended December 31, 1996, management revised
        its estimated sellout period and discount rate related to
        the land and land improvements resulting in a decline in
        the estimated fair value below the carrying value.        
        Accordingly, the carrying amounts of the assets were
        written down, through the establishment of a valuation
        allowance, to their estimated fair values less costs to
        sell, as estimated based on the Partnership's experience in
        disposing of these properties.  The resulting non-cash
        charge, as identified on the accompanying financial
        statements, reduced the 1996 net income by $877,154.  
        Management believes that the estimates used in evaluating
        the adoption of SFAS No.121 were reasonable.  However, the
        amounts ultimately realized by the Partnership could differ
        materially from these estimates.
                              F-10
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

(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, 1998, 1997, and 1996 are as
        follows:
                                       1998        1997       1996
        Partnership and property
          management fees            $ 14,000     14,000     14,000
        Development fees(closing costs)10,020       -          - 
        Accounting fees                 3,101      2,600      2,300
        Office Administration Fees      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 $25,463 
        in 1998, $23,339 in 1997, and $24,691 in 1996 which relate 
        to the Partnership's pro rata share of the owners'
        association expenses, consisting primarily of electricity
        costs, irrigation, and landscape maintenance.

(6)     Distributions

        For the year ended December 31, 1998, the Partnership made
        distributions to the limited partners of $1,500,000 ($200
        per unit).  There were no distributions in 1997 and 1996. 

(7)   Fair Value of Financial Instruments

        At December 31, 1998 and 1997, the Partnership had
        financial instruments including cash and accounts payable. 
        The carrying amounts of cash and accounts payable         
        approximate their fair value because of the short maturity 
        of those financial instruments.









                              F-11
<PAGE>
                  Independent Auditors' Report

The Partners
Nashville Land Fund, Ltd.:

Under date of January 22, 1999, we reported on the balance sheets
of Nashville Land Fund, Ltd. as of December 31, 1998 and 1997, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1998.  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 following.  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 22, 1999




                               S-1

<PAGE>
<TABLE>

                                                        NASHVILLE LAND FUND, LTD.
                                                         (A Limited Partnership)

                                                              Schedule III
                                                                    
                                                Real Estate and  Accumulated Depreciation

                    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 Accumu-  Date of  Date
               brances  & improvements            ments     costs     & improve-               lated de- construc acquired
                                                                         ments                 preciation  tion         
<S>            <C>    <C>             <C>        <C>       <C>        <C>       <C>       <C>           <C>       <C>   

North Creek 
Business Park
34 acres       $-        1,289,235         -     724,501   70,663     1,289,235   795,164 2,084,399   -      n/a  6/16/86

Larchwood Property
12 acres       $-          403,029         -     470,760   46,559       403,029   517,319   920,348   -       n/a 7/31/87

Total          $-        1,692,264         -   1,195,261  117,222     1,692,264 1,312,483 3,004,747


*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 $877,154.                                              
</TABLE>
                                S-2<PAGE>
                          Schedule III

                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

            Real Estate and Accumulated Depreciation(continued)
                        December 31, 1998



                                 1998      1997      1996

(1) Balance at beginning     $ 3,925,143 4,066,832 4,995,822
      of Period
  Additions during period:
     Improvements                 45,105    59,341       -  

                               3,970,248    59,341       -  
  Deductions during period:
     Cost of real
     estate sold                 965,501   189,530    48,686
  Asset Writedown                    -          -    877,154
  Other- reimbursement of
  development fees 
  from municipality                  -      11,500     3,150

                                 965,501   201,030   928,990
 Balance at end 
    of period               $  3,004,747 3,925,143 4,066,832

(2)  Aggregate cost for
      Federal income
       tax purposes          $ 3,972,197 5,069,648 5,067,590










See accompanying independent auditors' report.


                               S-3
<PAGE>

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