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     FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
     
     
                          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  September 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
     
     
     
     
     
     
                              INDEX
     
     
      Financial Statements
    
           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
     
                               September 30,   December 31,
                                     1998          1997    
     <S>                             <C>            <C>
     CASH                        $   723,318     $  208,395
     RESTRICTED CASH                 240,134        425,999
     LAND AND IMPROVEMENTS  
     HELD FOR INVESTMENT                   -        400,000
            
     
      Total Assets               $   963,452     $1,034,394
                                  ==========     ==========
     
     
     
                LIABILITIES AND PARTNERS' EQUITY
     
     LIABILITIES:     
      Accounts Payable            $     -        $   97,634
      Development Payable               -           200,000
           Total Liabilities            -           297,634
     
     PARTNERS' EQUITY:
     
      Limited partners (6,349 units
           outstanding)              903,357        700,468
      Special Limited Partner         60,095         36,292
      General partner                    -                -  
     
           Total Partners' equity    963,452        736,760
        
      Total Liabilities & 
      Partners' Equity            $  963,452   $  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  
                        September 30,          Ending September 30,
<S>                      <C>          <C>         <C>       <C>      
                        1998         1997        1998      1997
REVENUES:

Land Sales
Gross Proceeds        $      -  $  600,000   $ 385,000 $6,981,915 
Cost of Land Sold            -    (456,652)   (400,000)(5,050,433)
Closing Costs                -     (52,245)    (37,085)  (525,599)

 Gain (Loss) on Land Sales   -      91,103     (52,085) 1,405,883

    Interest Income         41          21       6,619      3,399
    Refund of
      Escrow Deposit   334,586           -     334,586          -
 
Total revenues         334,627      91,124     289,120  1,409,282 

EXPENSES:

   Property taxes            -      12,671     (26,573)   140,119
   Legal & Accounting    2,375       5,715      21,734     20,716
   General &
   Administration        3,000       3,000       9,333     10,855 
   Architect &         
   Engineering Fees          -          -       15,814          -
   Grounds
   Maintenance               -       2,029      42,120      3,029

      Total Expenses     5,375      23,415      62,428    174,719
   
   NET INCOME          $329,252   $ 67,709   $ 226,692  $1,234,563

 







<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
                                       September 30, 
                                     1998           1997 
<S>                                  <C>            <C>       
Cash Flows from Operating Activities:
Net Income                        $226,692     $ 1,234,563 

Adjustments to reconcile Net 
Income to Net Cash Provided
by Operating Activities:
Cost of Land Sold                  400,000       5,050,433 
Cost of Land & Improvements            -        (1,593,552)

Decrease in Accounts Payable        (97,634)        (9,141)
Decrease in Restricted Cash         185,865        324,743
Decrease in Development Payable    (200,000)      (506,591)

Net Cash provided by
     Operating Activities           514,923      4,500,455

Cash Flows from Financing Activities

  Cash Distribution to Partners           -     (4,442,616)

NET INCREASE IN CASH                514,923         57,839

CASH AT JANUARY 1                   208,395         57,166
  
CASH AT SEPTEMBER 30,             $ 723,318      $ 115,005
                                  =========      =========


<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 Nine Months Ended September 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 nine month period ending
September 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 $9,000 and $10,350 for the
Nine Months ended September 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 nine month periods
ended September 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. 
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      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations
      

The Registrant sold the remaining land held on April 6, 1998. 
During the third quarter of 1997, approximately five acres were
sold, yielding 36 acres in total sales for 1997.

Fluctuations in the income statement are mainly due to sales and
wrapping up the Registrant's operations.  The Registrant received
$334,586 in refunds of escrow deposits during the third quarter due
to actual development costs being less than estimated at the time
of the related sales.  The credit balance in property taxes for
1998 is due to roll back taxes from the 1997 sales of land.  The
increase in architect and engineering fees and grounds maintenance
is due to costs related to the April 6, 1998 sale.
      
Since all land assets are sold, the General Partner is in the
process of wrapping up the Partnership.  Due to certain development
issues, this process is not expected to be complete until late 1998
or early 1999.  

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.

      Financial Condition and Liquidity
      
As of October 31, 1998, the Registrant had $723,723 in cash 
reserves.  As soon as the development issues are resolved, the
General Partner plans to distribute the available cash balances to
the partners in accordance with the partnership agreement.  All
future operating expenses are expected to be minimal.
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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: November 16, 1998      By:  /s/ Steven D. Ezell
                                            General Partner
      
      
      
                                       By:  222 PARTNERS, INC.
                                            General Partner
      
      
      
      Date: November 16, 1998      By:  /s/Michael A. Hartley
                                            Secretary/Treasurer
      
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