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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                    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: 33-5785-A

                   NASHVILLE LAND FUND, LTD.  
     (Exact name of Registrant as specified in its charter)

          Tennessee                          62-1271664
 (State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)            Identification)

One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee
(Address of principal executive office)
     37205                                        (615) 292-1040
   (Zip Code)                       (Registrant's telephone number, 
                                           including area code)

Suite 345, 222 Third Avenue North, Nashville, Tennessee 37201
(Former  name,  former  address  and  former fiscal year, if
changed since last report.)

      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 I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


                    NASHVILLE LAND FUND, LTD.
                (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




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<TABLE>


                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                         BALANCE SHEETS
                           (Unaudited)



<CAPTION>
                                    March 31,     December 31,
                                      1999            1998
                                  -------------   ------------
<S>                                   <C>              <C>

               ASSETS

CASH                              $    16,971    $     47,881    
RESTRICTED CASH                        36,330          35,829     
LAND AND IMPROVEMENTS HELD 
FOR INVESTMENT, LESS VALUATION
ALLOWANCE OF $877,154               3,004,747       3,004,747 
OTHER ASSETS                              375             175     
   

               Total Assets       $ 3,058,423    $  3,088,632  
                                   ==========      ==========



               LIABILITIES AND PARTNERS' EQUITY


ACCOUNTS PAYABLE                  $    10,351    $     33,838     
 
PARTNERS' EQUITY:

  Limited Partners, 7,500 units  
    outstanding                     3,047,986       3,054,708    
  Special Limited Partner                   4               4     
  General Partner                          82              82 

    Total Partners' equity          3,048,072       3,054,794     

   Total Liabilities & 
   Partners' Equity              $  3,058,423    $  3,088,632 
                                     ==========    ==========
<FN>
See accompanying notes to financial statements.
/TABLE
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<TABLE>


                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>

                                         Three months
                                            Ended
                                           MARCH 31,
                                        1999      1998
<S>                                     <C>       <C>
REVENUE:

  Sales of Land and Improvements $        -   $ 1,015,981        
  Cost of Land and 
  Improvements Sold                       -     (676,198)       
  Selling Expenses                        -     (104,088)       
     Gain on Land Sales                   -      235,695        

  Interest Income                       501        4,143         

     Total Revenues                     501      239,838         

EXPENSES:

  Partnership and Property
  Management Fees                     3,500        3,500    
  Legal & Accounting Fees             3,500        9,850          
  Property Taxes                        -            250
  General & Administrative              223         -
     Total Expenses                   7,223       13,600  

NET (LOSS) INCOME              $     (6,722) $   226,238 







<FN>
See accompanying notes to financial statements

</TABLE>
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<TABLE>


                NASHVILLE LAND FUND, LTD.
                 (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)Income                    $    (6,722)   $  226,238
  Adjustments to reconcile 
  Net (Loss)Income to Net Cash (used in)
  provided by 
  Operating Activities:                        
  Cost of Land and Improvements Sold           -        676,198
  Cost of Land Improvements                    -       (26,763)
  Increase in Restricted Cash                (501)     (12,864)
  Increase  in Accounts Receivable             -        (3,417)
  (Increase) decrease in other Assets        (200)          117
  Decrease  in Accounts Payable           (23,487)      (9,751)
     
     Net Cash (used in) provided by
       Operating Activities               (30,910)      849,758
                  
     Cash Flows from Financing
       Activities-

Distributions to Partners                      -    (1,050,000)

  Net Decrease in Cash                    (30,910)    (200,242)

CASH AT JANUARY 1,                          47,881      257,190
CASH AT MARCH 31,                         $ 16,971    $  56,948
                                          ========     ========


<FN>
See accompanying notes to financial statements.

</TABLE>
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                    NASHVILLE LAND FUND, LTD.
                     (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 ended 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 Partnership's operations.  Compensation
  earned for these services in the first three months were as     
  follows:

<TABLE>
<CAPTION>
                                            1999          1998
                                          ________       _______
<S>                                         <C>           <C>
Management Fees                          $ 3,500        $ 3,500  
Accounting Fees                              500              -   
  
/TABLE
<PAGE>
                    NASHVILLE LAND FUND, LTD.
                     (A Limited Partnership)

                  NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 1999 and 1998
                           (Unaudited)

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 income(loss).




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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999.

There were no land sales during 1999. 

Overall operations of the Registrant are minimal and have not
fluctuated significantly.


FINANCIAL CONDITION

As of May 10, 1999, the Registrant had $ 90,491 in available funds
to cover operating expenses for the next year.  This balance is
sufficient to meet the operating needs of the Registrant for the
next year.

Year 2000

In 1998, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant
computer programs and certain equipment which contain
microprocessors.  The Plan is addressing the issue of computer
programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000, if a program or chip uses
only two digits rather than four to define the applicable year. 
The Partnership has divided the Plan into five major phases-
assessment, planning, conversion, implementation and testing. 
After completing the assessment and planning phases earlier year,
the Partnership is currently in the conversion, implementation, and
testing phases.  Systems which have been determined not to be Year
2000 compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance.  The Plan anticipates
that by mid-1999 the conversion, implementation and testing phases
will be completed.  Management believes that the total remediation
costs for the Plan will not be material to the operations or
liquidity of the Partnership.

The Partnership is in the process of identifying and contacting
critical suppliers and other vendors whose computerized systems
interface with the Partnership's systems, regarding their plans and
progress in addressing their Year 2000 issues.  The Partnership has
received varying information from such third parties on the state
of compliance or expected compliance.  Contingency plans are being
developed in the event that any critical supplier or customer is
not compliant.  

The failure to correct a material Year 2000 problem could result in
an interruption in, or failure of, certain normal business
activities or operations.  Such failures could materially and
adversely affect the Partnership's operations, liquidity and
financial condition.  Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.
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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
1999

  (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.


                                   NASHVILLE LAND FUND, LTD.

                                   By:   222 PARTNERS, INC.
                                         General Partner



Date: May 15, 1999                      By:/s/ Steven D. Ezell
                                        President


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