<PAGE>1
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 March 31, 1999

                          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<PAGE>
<PAGE>2
             PART 1. FINANCIAL INFORMATION
             Item 1. Financial Statements

                  COOL SPRINGS, L.P.
           (A Tennessee Limited Partnership)


                 FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998






                         INDEX


  Financial Statements

       Balance Sheets                   3
       Statements of Operations         4
       Statements of Cash Flows         5
       Notes to Financial Statements    6


<PAGE>
<PAGE>3
<TABLE>
                  COOL SPRINGS, L.P.
                (A Limited Partnership)


                     BALANCE SHEETS
                      (Unaudited)


<CAPTION>
                        ASSETS

                               March 31,   December 31,
                                 1999          1998    
<S>                             <C>            <C>
CASH                         $  223,078     $   45,187


RESTRICTED CASH                  42,688        242,662


  Total Assets               $  265,766     $  287,849
                              ==========     ==========



           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts Payable and
  Accrued Expenses           $   50,000         63,123            
         
      Total Liabilities          50,000         63,123

PARTNERS' EQUITY:

  Limited partners (6,349 units
      outstanding)              215,766        224,726   
  Special Limited Partners           -              -        
  General partner                    -              -

      Total Partners' equity    215,766        224,726
    
  Total Liabilities & 
  Partners' Equity            $ 265,766    $   287,849
                              ==========     ==========


<FN>
          See accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>4
<TABLE>
                  COOL SPRINGS, L.P.
                (A Limited Partnership)

                STATEMENTS OF OPERATIONS
                      (Unaudited)

<CAPTION>
                               Three months ended
                                  March 31,
                               1999       1998
<S>                            <C>         <C>
REVENUES:

  Interest              $      5,183       6,568         
       Total Revenues          5,183       6,568   

EXPENSES:

  Architect & Engineer Fees        -      13,514     
  Grounds Maintenance            740      17,862      
  Property Taxes                 779     (27,597)    
  Legal & Accounting           9,624      12,822     
  General & Administrative         -          27  
  Other Operating Expenses     3,000       3,000       

       Total Expenses         14,143      19,628     



  NET LOSS             $     (8,960)  $  (13,060)




<FN>
           See accompanying notes to financial statements
/TABLE
<PAGE>
<PAGE>5
<TABLE>
                       COOL SPRINGS, L.P.
                     (A Limited Partnership)

                    STATEMENTS OF CASH FLOWS
                           (Unaudited)
<CAPTION>

                                       Three months ended
                                             March 31,
                                        1999           1998
 <S>                                      <C>          <C>       
Cash Flows from Operating Activities:
Net Loss                           $   (8,960)      (13,060) 
Adjustments to reconcile Net 
Loss to Net Cash provided (used)
in Operating Activities:
       
       Decrease in Accounts Payable
       and Accrued Expenses           (13,123)      (93,149)      

       Decrease (increase) in
       Restricted Cash                199,974           (84)
    
Net Cash provided (used) in 
Operating Activities                  177,891      (106,293)      


NET INCREASE (DECREASE)
IN CASH                               177,891      (106,293)      

CASH AT JANUARY 1,                     45,187       208,395   
CASH AT MARCH 31,                 $   223,078   $   102,102       
                                    =========     =========
<FN>
               See accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE>6
                       COOL SPRINGS, L.P.
                     (A Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS
          For the Three Months Ended March 31, 1999 and 1998
                           (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, 1998.  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 three month period ending March 31, 1999 may not be
     indicative of the results that may be expected for the year
     ending December 31, 1999.


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 $3,000 and $3,000 for
     the three months ended March 31, 1999 and 1998, respectively.

C.  COMPREHENSIVE INCOME

     During the three month periods ended March 31, 1999, and 1998,
     the Partnership had no components of other comprehensive
     income.  Accordingly, comprehensive income for each of the
     periods was the same as net loss.<PAGE>
<PAGE>7
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.  In 1999, the Registrant is in the process of dissolving the
partnership.  

Operations of the Registrant are minimal.  The majority of expenses
related to owning land were eliminated in 1999 with the final land
sale in 1998.  

Financial Condition and Liquidity

As of April 30, 1999, the Registrant had cash balances of 
$258,636.  During 1999, the Registrant will satisfy all payables,
distribute the remaining cash, and dissolve the partnership.  The
current cash balance is sufficient to maintain the partnership
until the partnership can be dissolved.

Year 2000

Due to the limited remaining life of the Registrant, the General
Partner does not expect the year 2000 issues to affect the
Registrants computer systems and applications.<PAGE>
Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

      (a)  Exhibits

          Exhibit 27 - Financial Data Schedule for the
                  First Quarter of 1999

      (b)  No 8-K's have been filed during this quarter.

<PAGE>
<PAGE>8
                     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:   May 15, 1999         By:  /s/ Steven D. Ezell 
                                       General Partner



                             By:  222 PARTNERS, INC.
                                  General Partner



Date:   May 15, 1999         By:  /s/Michael A. Hartley
                                  Secretary/Treasurer

<PAGE>