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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 March 31, 1997

                          or

[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from___________ to___________

Commission File Number:     33-31295

                  COOL SPRINGS, L.P.
(Exact name of Registrant as specified in its charter)

     Tennessee                               62-1424812
(State or other jurisdiction of              (I.R.S.
Employer 
 incorporation or organization)              
Identification) 

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

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


     Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for at
least the past 90 days.

                         YES    X     NO
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             PART 1. FINANCIAL INFORMATION
             Item 1. Financial Statement.

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


                 FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED MARCH 31, 1997






                         INDEX


  Financial Statement

       Balance Sheet                    3
       Statement of Operations          4
       Statement of Cash Flows          5
       Note to Financial Statements     6


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


                     BALANCE SHEET
                      (Unaudited)


<CAPTION>
                        ASSETS

                               March 31,   December 31,
                                 1997          1996    
<S>                             <C>            <C>
CASH                         $   182,841     $   57,166

LAND HELD FOR INVESTMENT       3,789,774      6,750,244

ESCROW DEPOSITS                  328,484        633,192


  Total Assets               $ 4,301,099     $7,440,602
                              ==========     ==========



           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts Payable               232,450        739,041
  Payable to related party          -             9,141
      Total Liabilities          232,450        748,182

PARTNERS' EQUITY:

  Limited partners (6,349 units
      outstanding)             3,682,509      6,030,784
  Special Limited Partner        386,140        661,636
  General partner                    -              -  

      Total Partners' equity   4,068,649      6,692,420
    
  Total Liabilities & 
  Partners' Equity            $4,301,099     $7,440,602
                              ==========     ==========



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

                STATEMENT OF OPERATIONS
                      (Unaudited)

<CAPTION>
                                 Quarter &    
                                Year-to-date  
                              Ending March 31,

                               1997       1996
<S>                        <C>         <C>
REVENUES:

Land Sales
  Sale Proceeds         $6,103,915    950,000 
  Cost of Land Sold     (4,419,958)  (736,337)
  Closing Costs           (440,579)   (82,559)

  Gain on Sale           1,243,378    131,104 
  
  Interest                     133         38 

       Total Revenue    $1,243,511    131,142 

EXPENSES:

  Architect & Engineer Fees  2,600      2,065 
  Property Tax             127,444        -   
  Legal & Accounting         6,638     10,377 
  General & Administration   1,535      2,048 
  Amortization                -           755 
  Interest Expense            -         4,985 
  Other Operating Expenses   3,000      3,000 

       Total Expenses      141,217     23,230 



  NET INCOME (LOSS)      1,102,294  $ 107,912 







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

                     STATEMENT OF CASH FLOWS
                           (Unaudited)
<CAPTION>

                                           Year-to-date
                                             March 31,
                                        1997           1996 
<S>                                  <C>          <C>       
Cash Flows from Operating Activities:
Net Income (Loss)                 $ 1,102,294       $107,912

Adjustments to reconcile Net 
Income (Loss) to Net Cash used 
in Operating Activities:
       Amortization                      -              755 
       Change in Accounts Payable   (506,591)       547,152 
       Change in Accts.Receivable        -           (5,000)
       Change in Payable to 
           Related Party              (9,141)            -  
       Change in Interest Payable         -          (8,034)
       Increase in Restricted Cash    304,708      (544,637)
            Gain on Sale          (1,243,378)      (149,104)

Total Adjustments                 (1,454,402)      (158,868)

Net Cash used in Operating Act.     (352,108)       (50,956)

Cash Flows from Investing Activities

       Proceeds from Land Sale     5,663,336        867,441 
       Cost of Land Improvements  (1,459,488)      (575,063)

Net Cash provided by 
       Investing Activities        4,203,848        292,378 

Cash Flows from Financing Activities

       Cash Distribution          (3,726,065)
       Reduction of Note Payable         -         (250,000)


NET CHANGE IN CASH                    125,675        (8,578)

CASH AT JANUARY 1,                     57,166        94,635 
CASH AT MARCH 31,                     182,841      $ 86,057 
                                    =========      =========
<FN>
               See notes to financial statements.
/TABLE
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                       COOL SPRINGS, L.P.
                     (A Limited Partnership)

                NOTES TO THE FINANCIAL STATEMENTS

            For the Three Months Ended March 31, 1997
                           (Unaudited)



A.     ACCOUNTING POLICIES

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


B.     RELATED PARTY TRANSACTIONS

       The General Partner and its affiliates have been actively
       involved in managing the property.  Landmark Realty Services
       Corporation, an affiliate of the General Partner, has been
       reimbursed for their costs which totaled $3,000 and $3,000
       for March 31, 1997 and 1996, respectively.

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Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations

During the first quarter of 1997, the Registrant sold
approximately 31 acres for net proceeds of
approximately $5.6 million.  From these proceeds, $1.4
million was retained to fund specific development and
$3.7 million was distributed to the partners.  The
remainder was reserved to meet operating expenses.

Overall operations of the Registrant have not
fluctuated significantly except for property taxes. 
The Registrant was assessed rollback property taxes on
the property sold.  The rollback taxes represent
approximately 3 years taxes at a commercial rate for
the property.  These taxes are required when the
property is sold as a result of the property being
assessed a special reduced rate while the Registrant
owned the property.  These rollback taxes are paid only
when land is sold.  Certain other parcels of the
Registrant's property will be subject to this rollback
tax.   


Financial Condition and Liquidity

 As of April 30, 1997, the Registrant had $153,621 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 for the
                  First Quarter of 1997

      (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:   May 15, 1997         By:  /s/ Steven D. Ezell 
                                       General Partner



                             By:  222 PARTNERS, INC.
                                  General Partner



Date:   May 15, 1997         By:  /s/Michael A. Hartley
                                  Secretary/Treasurer

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