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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  June 30, 1998
     
                               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 THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
     
     
     
     
     
     
                              INDEX
     
     
      Financial Statement
     
           Balance Sheets                   3
           Statements of Operations         4
           Statements of Cash Flows         5
           Notes to Financial Statements    6
     
     
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     <TABLE>
                       COOL SPRINGS, L.P.
                     (A Limited Partnership)
     
     
                          BALANCE SHEETS
                           (Unaudited)
     
     
     <CAPTION>
                             ASSETS
     
                                    June 30,   December 31,
                                     1998          1997    
     <S>                             <C>            <C>
     CASH                        $   408,107     $  208,395

     RESTRICTED CASH                 426,093        425,999

     LAND AND IMPROVEMENTS         
     HELD FOR INVESTMENT                   -        400,000

         
      Total Assets               $   834,200     $1,034,394
                                  ==========     ==========
     
     
     
                LIABILITIES AND PARTNERS' EQUITY
     
     LIABILITIES:
      
      Accounts Payable           $         -    $    97,634
      Development Payable            200,000        200,000
      
           Total Liabilities         200,000        297,634
     
     PARTNERS' EQUITY:     

     Limited Partners (6,349 units
     outstanding)                    608,677        700,468
     Special limited partner          25,523         36,292
     General partner                    -              -
         Total partners' equity      634,200        736,760

     Total Liabilities & 
     Partners' Equity             $  834,200    $ 1,034,394
                                  ==========     ==========
     
     
     <FN>
               See notes to financial statements.
          /TABLE
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<TABLE>
                            COOL SPRINGS, L.P.
                          (A Limited Partnership)

                          STATEMENTS OF OPERATIONS
                                (Unaudited)

<CAPTION>

                              Quarter Ending     Year-to-Date               
                                       Ending
                                  June 30,        June 30,<S>               
                   <C>      <C>          <C>      <C>      
                             1998     1997        1998      1997
REVENUES:

Land Sales
    Gross Proceeds     $  385,000 $ 278,000  $ 385,000  $6,381,915 
    Cost of Land Sold    (400,000) (172,222)  (400,000) (4,592,181)
    Closing Costs         (37,085)  (30,088)   (37,085)   (473,354)

    (Loss) Gain on 
           Land Sales     (52,085)   75,690    (52,085)  1,316,380

    Interest Income            10     3,244      6,578       3,377 

Total revenues            (52,075)   78,934    (45,507)  1,319,757


EXPENSES:

    Legal & Accounting      6,537     11,051     19,359     15,001
    Property taxes          1,024          -    (26,573)   127,448
    General&Administration  3,307      3,223      6,333     10,455
    Architect &   
    Engineer Fees           2,300          -     15,814          -
    Grounds Maintenance    24,257          -     42,120          -      
    
       Total Expenses      37,425     14,274     57,053     152,904       

NET (LOSS) INCOME        $(89,500)   $64,660  $(102,560) $1,166,853

<FN>

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

                          STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>

                                         Year-to-date
                                         June 30,
                                     1998           1997 
<S>                                  <C>          <C>       
Cash Flows from Operating Activities:
Net (Loss) Income                $(102,560)     $1,166,853     

Adjustments to reconcile Net 
(Loss) Income to Net Cash provided by
Operating Activities:
  Cost of Land Sold                 400,000      4,592,181
  Cost of Land & Improvements          -        (1,724,962)                 
        
  Decrease in Accounts Payable      (97,634)        (9,141)
  Decrease in Accrued 
      Property Taxes                    (94)             -
  Decrease in Restricted Cash             -        324,776     
  Decrease in Development Payable         -       (312,187)

Net Cash provided by
      Operating Activities           199,712      4,037,520     

Cash Flows from Financing Activities
    
  Cash distribution to partners           -     (3,726,065)


NET INCREASE IN CASH                199,712        311,455     

CASH AT JANUARY 1,                  208,395         57,166      

CASH AT JUNE 30,                  $ 408,107      $ 368,621 
                                   =========      =========
<FN>
                    See notes to financial statements.
/TABLE
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                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS

       For the Three and Six Months Ended June 30, 1998 and 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, 1997.  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 six month period ending June 30, 1998 may not be
     indicative of the results that may be expected for the year
     ending December 31, 1998.
     
     
     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 $6,000 and $7,350 for
     the six months ended June 30, 1998 and 1997, respectively.



     C.   COMPREHENSIVE INCOME

     Effective January 1, 1998, the Partnership adopted Statement
     of Financial Accounting Standards (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 three and six month
     periods ended June 30, 1998, and 1997, the Partnership had no
     components of comprehensive income.  Accordingly,
     comprehensive income for each of the periods as the same as
     net income(loss).





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      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations
      
     On April 6, 1998, the Registrant sold the remaining land (one
     acre) held for grosss proceeds of $385,000.  In 1997, the
     Registrant sold 31 acres during the first quarter.

     Fluctuations in the income statement are mainly due to sales. 
     The increase in architect and engineering fees and grounds
     maintenance is due to costs incurred preparing for the April
     6, 1998 sale.  The credit balance in property tax is due to an
     over accrual of property taxes at December 31, 1997.  The 1997
     property tax expense is due to roll back taxes which were paid
     at the closing of the 31 acres sold during the first quarter
     of 1997.

     The General Partner continues to monitor the impact of year
     2000 issues on our computer systems and applications and has
     developed a remediation plan. We expect the cost of upgrading
     computers and software to be immaterial to the Registrant. 
      
      Financial Condition and Liquidity
      
     As of July 31, 1998, the Registrant had $575,946 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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                  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:  August 14, 1998      By:  /s/ Steven D. Ezell
                                            General Partner
      
      
      
                                       By:  222 PARTNERS, INC.
                                            General Partner
      
      
      
      Date:  August 14, 1998      By:  /s/Michael A. Hartley
                                            Secretary/Treasurer
      
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