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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, 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<PAGE>
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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, 1998






                         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,
                                 1998          1997    
<S>                             <C>            <C>
CASH                         $   102,102    $   208,395

LAND AND IMPROVEMENTS                
HELD FOR INVESTMENT              400,000        400,000


RESTRICTED CASH                  426,083        425,999


  Total Assets               $   928,185     $1,034,394
                              ==========     ==========



           LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
  Accounts Payable                 4,485         97,634
  Development Payable            200,000        200,000
      Total Liabilities          204,485        297,634

PARTNERS' EQUITY:

  Limited partners (6,349 units
      outstanding)               688,779        700,468
  Special Limited Partner         34,921         36,292
  General partner                    -              -

      Total Partners' equity     723,700        736,760
    
  Total Liabilities & 
  Partners' Equity            $  928,185     $1,034,394
                              ==========     ==========


<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,

                               1998       1997
<S>                        <C>         <C>
REVENUES:

Land Sales
  Sale Proceeds         $     -      6,103,915
  Cost of Land and      
  Improvements Sold           -     (4,419,958)
     
  Closing Costs               -       (440,579)

  Gain on Sale of Land          
  and Improvements            -      1,243,378

  Interest                   6,568         133

       Total Revenue    $    6,568   1,243,511

EXPENSES:

  Architect & Engineer Fees 13,514      2,600
  Grounds Maintenance       17,862        -
  Property Tax             (27,597)   127,444 
  Legal & Accounting        12,822      6,638
  General & Administration      27      1,535 
  Other Operating Expenses   3,000      3,000 

       Total Expenses       19,628    141,217 



  NET (LOSS) INCOME       (13,060) $1,102,294




<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,
                                        1998           1997 
<S>                                  <C>          <C>       
Cash Flows from Operating Activities:
Net (Loss) Income              $    (13,060)     $1,102,294

Adjustments to reconcile Net 
(Loss) Income to Net Cash used 
in Operating Activities:
       
       Change in Accounts Payable    (93,149)       (506,591)
       Change in Payable to 
           Related Party                 -            (9,141)     
       Change in Restricted Cash         (84)        304,708
       Gain on Sale                      -        (1,243,378)

Total Adjustments                    (93,233)     (1,454,402)

Net Cash used in Operating Act.     (106,293)       (352,108)

Cash Flows from Investing Activities

       Proceeds from Land Sale           -          5,663,336
       Cost of Land Improvements         -         (1,459,488)

Net Cash provided by 
       Investing Activities              -          4,203,848

Cash Flows from Financing Activities

       Cash Distribution                 -         (3,726,065)
      

NET CHANGE IN CASH                   (106,293)        125,675

CASH AT JANUARY 1,                    208,395          57,166 
CASH AT MARCH 31,                     102,102      $  182,841
                                    =========       =========
<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, 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,
       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 three month
       period ending March 31, 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 $3,000 and $3,000
       for March 31, 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 month periods   
      ended March 31, 1998, and 1997, the Partnership had no     
      components of comprehensive income.  Accordingly,          
      comprehensive income for each of the periods was the same as 
      net income.        
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Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations

There were no sales during the first quarter of 1998.  
On April 6, 1998, the Registrant sold the remaining land (one acre)
held for gross 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 & 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.  Certain taxes were accrued in
property tax payable that were paid at the December 1997 sale.  

The 1997 property tax expense is due to roll back taxes which are
paid at the closing of a land sale.  The 1997 roll back taxes
applied to the 31 acres sold during the first quarter of 1997.  
Legal and accounting fees increased due to higher fees for
accounting, legal fees related to the securities and exchange
filings, and the timing of accounting payments.

Financial Condition and Liquidity

 As of April 30, 1998, the Registrant had $440,719 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 1998

      (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, 1998         By:  /s/ Steven D. Ezell 
                                       General Partner



                             By:  222 PARTNERS, INC.
                                  General Partner



Date:   May 15, 1998         By:  /s/Michael A. Hartley
                                  Secretary/Treasurer

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