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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, 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 SIX MONTHS ENDED JUNE 30, 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
     
                                    June 30,   December 31,
                                     1997          1996    
     <S>                             <C>            <C>
     CASH                        $   368,621     $   57,166
     
     LAND HELD FOR INVESTMENT      3,668,621      6,535,840
     
     ESCROW DEPOSITS                 328,416        653,192
     
      Total Assets               $ 4,365,658     $7,246,198
                                  ==========     ==========
     
     
     
                LIABILITIES AND PARTNERS' EQUITY
     
     LIABILITIES:
      
      Payable to related party                        9,141
      Development Payable            232,450        544,637
      
           Total Liabilities         232,450        553,778
     
     PARTNERS' EQUITY              4,133,208      6,692,420
     
      Total Liabilities & 
      Partners' Equity            $4,365,658     $7,246,198
                                  ==========     ==========
     
     
     <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 Ending             Year-to-Date  
                                     June 30,                Ending June 30,
<S>                           <C>         <C>           <C>          <C>      
                                1997       1996          1997         1996
REVENUES:

Land Sales
    Gross Proceeds             278,000        -       $ 6,381,915   $ 950,000 
    Cost of Land Sold         (172,222)       -        (4,592,181)   (718,337)
    Closing Costs              (30,088)       -          (473,354)    (82,559)

    Gain on Sale                75,690        -         1,316,380     149,104 

    Interest Income              3,244     $1,762         $ 3,377       1,801 

Total revenue                   78,934      1,762       1,319,757     150,905


EXPENSES:

    Legal & Accounting          11,051      4,740          15,001      15,117 
    Property taxes                 -           -          127,448         -   
    General & Administration     3,223      4,948          10,455       9,996 
    Amortization                   -          252            -          1,007 
    Interest Expense               -           -             -          4,985 
 
       Total Expenses           14,274      9,940         152,904      31,105 



NET INCOME (LOSS)             $ 64,660    $(8,178)     $1,166,853    $119,800 





<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
                                            June 30,
                                       1997           1996 
<S>                                 <C>          <C>       
Cash Flows from Operating Activities:
Net Income (Loss)                $1,166,853      $ 119,800      

Adjustments to reconcile Net 
Income (Loss) to Net Cash used 
in Operating Activities:
  Amortization                          -            1,007      
  Change in Accounts Payable         (9,141)           233      
  Change in Interest Payable            -           (8,034)     
  Decrease in Accrued 
      Property Taxes                    -          (12,382)     
  Increase in Escrow Deposits       324,776       (559,852)     
  Increase in Development Payable  (312,187)       544,637         
  Gain on Sale                   (1,316,380)      (149,104)     

Total Adjustments                (1,312,932)      (183,495)     

Net Cash used in Operating Act.    (146,079)       (63,695)     

Cash Flows from Investing Activities

  Proceeds from Land Sale         5,908,561        867,441      
  Cost of Land Improvements      (1,724,962)      (613,510)     

Net Cash provided by 
  Investing Activities            4,183,599        253,931      

Cash Flows from Financing Activities

  Change of Note payable                -         (250,000)     
  Cash distribution              (3,726,065)


NET CHANGE IN CASH                  311,455        (59,764)     

CASH AT JANUARY 1,                   57,166         94,635      

CASH AT JUNE 30,                    368,621         34,871 
                                   =========      =========
<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 Six Months Ended June 30, 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 six month period ending June 30,
            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 $7,350 and $6,900 for
            June 30, 1997 and 1996, respectively.
     
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      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations
      
      There were no sales during the second quarter.  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.
      
      Operations of the Registrant are comparable with prior quarters
      except for the following.  Property tax expense is for rollback
      property taxes.  The Registrant was required to pay rollback
      property taxes on the property sold in 1997.  The city and county 
      assessed rollback taxes on the date of sale of certain farm land.
      The tax is equal to  approximately 3 years taxes at a commercial
      rate.  Certain other parcels of the Registrant's property will be
      subject to this rollback tax when sold.   
      
      
      Financial Condition and Liquidity
      
       As of July 31, 1997, the Registrant had $363,030 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, 1997      By:  /s/ Steven D. Ezell
                                            General Partner
      
      
      
                                       By:  222 PARTNERS, INC.
                                            General Partner
      
      
      
      Date:  August 14, 1997      By:  /s/Michael A. Hartley
                                            Secretary/Treasurer
      
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