<PAGE>
                         UNITED STATES 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
                    For the fiscal year ended
                        December 31, 1998

                               or

[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from _______to_______

                     Commission File Number
                             0-19233

                       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
                                              Number.)

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

Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:

      Title of each class               Name of each exchange
                                         on which registered
             None                               None

Securities registered pursuant to Section 12(g) of the Act:
              UNITS OF LIMITED PARTNERSHIP INTEREST
                        (Title of Class)

     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

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                        [X]

     The aggregate sales price of the Units of Limited Partnership
Interest to non-affiliates was $6,349,000 as of February 28, 1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public. 
There is no current market for these Units.

               DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated May 21, 1990, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
<PAGE>
                             PART 1

Item 1. Business

     Cool Springs, L.P. ("Registrant"), is a Tennessee limited
partnership organized on September 20, 1989, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended.  The
general partner of the Registrant is 222 C.S., L.P., a Tennessee
limited partnership.  Steven D. Ezell, Michael A. Hartley, and 222
Partners, Inc. are the general partners of 222 C.S., L.P.

     Prior to April 6, 1998, the Registrant's primary business was
to acquire, develop, and dispose of certain undeveloped real
properties located in Franklin, Williamson County, Tennessee; (the
"Property").  Registrant's investment objectives are preservation
of capital, appreciation through the passage of time, growth in the
surrounding areas, and the development of the property prior to
resale.  On April 6, 1998, the Registrant sold the remaining land
held.  The General Partners are currently wrapping up the
Partnership and expect this process to be complete in early 1999.

Financial Information About Industry Segments

     The Registrant's activity, investment in land, is within one
industry segment and geographical area.  Therefore, financial data
relating to the geographical area and the industry segment is
included in Item 6 -  Selected Financial Data.

Narrative Description of Business

     The Registrant purchased for investment approximately 71
acres of land in the Cool Springs Development, a 1,150 acre mixed-
use project in Williamson County, Tennessee.  As of December 31,
1998, the Registrant had sold all land originally purchased and
does not intend to purchase any more land.

    The Registrant has no employees.  Property management services
are being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the general partner.

Item 2.  Properties

     As of  December 31, 1998, the Registrant  did not own any
land.

Item 3.  Legal Proceedings

          In February 1997, a suit was filed against the
Partnership in the Chancery Court for Williamson County Tennessee,
Case No. 24528, C.M. Patel v. Cool Springs, L.P.  The plaintiff
alleges that the Partnership breached a contract to sell a parcel
of land to the plaintiff.  The Partnership has denied that it was
obligated to sell the parcel to the plaintiff and will vigorously
defend the lawsuit.  The plaintiff amended the Complaint in
February 1998 to add JDN Development Company, Inc.("JDN") as a
defendant.  The plaintiff has requested specific performance, to
set aside the conveyance of certain real property, including the
parcel at issue, from the Partnership to JDN and, in the
alternative, monetary damages.
     
Item 4.  Submission of Matters to a Vote of Security Holders

     The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.

                             PART II

Item 5.  Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters

     There is no established market for the Units, and it is not
anticipated that any will exist in the future.  The Registrant
commenced an offering to the public on May 21, 1990 of 7,500 Units
of Limited Partnership Interest.  Due to uncertainties regarding
Cool Springs Venture, the former owner and developer of the Cool
Springs project, the general partner terminated the offering in
September 1990.  As of February 28, 1999, there were 540 holders of
record of the 6,349 Units of Limited Partnership Interests.

     The Registrant distributed $539,665, $6,729,940, and $476,175 
or $85, $1,060, and $75 per unit, to the partners during 1998,
1997, and 1996 respectively.  There are no material restrictions
upon Registrant's present or future ability to make distributions
in accordance with the provisions of Registrant's Limited
Partnership Agreement.
     
     On April 6, 1998, the Registrant sold the remaining land held. 
The General Partners are currently wrapping up the Partnership and
expect this to make a final liquidating distribution in early 1999
and terminate the Partnership.

Item 6.  Selected Financial Data
                       For the Year Ended
                          December 31,
                      1998      1997      1996        1995        1994

Total Revenues    $ 166,139  1,951,452   238,381      3,185        880    
Net income (loss) $  97,034  1,639,779   197,630    (90,351)   (69,044)  
Net income (loss) per limited
  partner unit    $   10.07     220.45     27.12     (10.74)     (8.21)     
Distributions per
  limited partner
  unit            $      85      1,060        75       -          -         

Total Assets      $ 287,849  1,034,394 7,440,602  7,311,981  7,246,913   
Note Payable           -          -         -          -       250,000      
   <PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

     In 1998, the Registrant sold the remaining land, one acre, for $385,000.

     During 1997, the Registrant sold 57 acres for $10.8 million.  From these
proceeds, $7.6 million was distributed to the partners, $1.7 million was
spent on development related to the sales, and a $500,000 payment was made on
the development payable.
     
During 1996, the Registrant sold 6.1 acres for $1.8 million. From
these proceeds, $537,413 was distributed to the partners, $617,637 was
escrowed for development related to the sales, the $250,000 note payable was
retired in full and the remainder was retained to meet operating expenses.  

     Overall operations of the Registrant have not changed significantly in
1998, except for the land sale activity previously discussed, and the
following.  Other income in 1998 is due to a refund of an escrow deposit from
a prior year land sale.  The fluctuations in property taxes are due to
estimated expenses for rollback taxes escrowed when portions of the property
are sold.  Most of the land sold in 1998 and 1997 had been taxed at a lower
agricultural rate while the Registrant held the land undeveloped.  The
Registrant was allowed to keep this agricultural tax rate, even though the
land was included in the Cool Springs Corporate and Retail Center in return
for paying rollback taxes upon the sale and development of the property.  The
city and county assess rollback taxes on the date of sale and the tax is
equal to approximately three years taxes at a commercial rate.  The credit in
1998 is due to the overaccrual of taxes in 1997.
     
     The 1998 increase in legal and accounting expense is due to additional
legal expenses incurred regarding the lawsuit described in Item 3 above and
in the general process of wrapping up the partnership.      

Financial Condition and Liquidity

     As of February 28, 1999, the Registrant had cash balances of 
$111,057.  During 1999, the Registrant will satisfy all payables, distribute
the remaining cash, and dissolve the partnership.  The current cash balance
is sufficient to maintain the partnership until the partnership can be
dissolved.

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.<PAGE>
Item 8.  Financial Statements and Supplementary Data

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

                         FINANCIAL STATEMENTS
                          FOR THE YEARS ENDED
                   DECEMBER 31, 1998, 1997, AND 1996

                                 INDEX

                                                       Page
                                                       Number

Independent Auditors' Report                           F-1

Financial Statements
     Balance Sheets                                    F-2
     Statements of Operations                          F-3
     Statements of Partners' Equity                    F-4
     Statements of Cash Flows                          F-5
     Notes of Financial Statements                     F-6
<PAGE>
                     Independent Auditors' Report

The Partners
Cool Springs, L.P.:

We have audited the accompanying balance sheets of Cool Springs, L.P. (a
limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cool
Springs, L.P. at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the years in the  three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.



                                           KPMG  LLP

Nashville, Tennessee
January 22, 1999













                                    F-1
<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                            Balance Sheets

                      December 31, 1998 and 1997


          Assets                              1998       1997

Cash                                    $    45,187     208,395
Restricted cash (note 2)                    242,662     425,999
Land and improvements
  held for investment (note 3)                    -     400,000
          Total assets                  $   287,849   1,034,394


          Liabilities and Partners' Equity

Liabilities:
  Accounts payable                               
  and Accrued Expenses                  $    63,123      97,634
  Development payable                             -     200,000
          Total liabilities                  63,123     297,634
  Partners' equity:
  Limited partners (6,349 units
   outstanding)                             224,726     700,468
  Special limited partners                        -      36,292
  General partner                                 -           -
          Total partners' equity            224,726     736,760
  
Commitments and contingencies (note 8)

          Total liabilities and 
            partners' equity             $  287,849   1,034,394




See accompanying notes to financial statements.











                               F-2
<PAGE>
                           COOL SPRINGS, L.P.
                        (A Limited Partnership)

                       Statements of Operations

             Years ended December 31, 1998, 1997 and 1996

                                  1998       1997       1996

Revenues:
Land Sales:
  Gross Proceeds          $    385,000   10,883,493  1,805,000
  Cost of land and          
    improvements sold         (408,251)  (8,085,428)(1,407,343)
  Closing Costs (note 4)       (37,085)    (849,975)  (163,548)

   Gain (loss) on land sales   (60,336)   1,948,090    234,109

Interest                        24,106        3,362      4,272
Other (Note 7)                 202,369            -          -

          Total revenues       166,139    1,951,452    238,381

 Expenses:
  Grounds maintenance            3,257        4,180      2,393
  Property taxes               (26,573)     271,004        746
  Legal and accounting 
     (note 4)                   75,234       22,253     16,647
  General and administrative
     (note 4)                   17,187       14,236     14,973
  Amortization                       -            -      1,007
  Interest                           -            -      4,985

          Total expenses        69,105      311,673     40,751
          Net Income          $ 97,034    1,639,779    197,630
Net income allocated to:

   General partner            $  5,451       67,978      4,710
   Special limited partner    $ 27,660      172,177     20,751
   Limited partners           $ 63,923    1,399,624    172,169
   Net income per limited
   partner unit               $  10.07       220.45      27.12
   Weighted average units
    outstanding                  6,349        6,349      6,349

See accompanying notes to financial statements.





                               F-3
<PAGE>
                            COOL SPRINGS, L.P.
                          (A Limited Partnership)

                      Statements of Partners' Equity

               Years ended December 31, 1998, 1997 and 1996


                           Limited      Special
                          partners      limited  General    Total
                     units   amounts   partners  partner
Balance at
   December 31, 1995  6,349 $ 5,405,039 1,627,064    100  7,032,203

Net earnings           -        172,169    20,751  4,710    197,630

Transfer of partnership
      interest (note 3) -       929,751  (929,751)     -          -   
Distributions
       to partners
       (note 6)        -       (476,175)  (56,428)(4,810)  (537,413)


Balance at
  December 31, 1996  6,349    6,030,784   661,636      -  6,692,420

Net earnings          -       1,399,624   172,177 67,978  1,639,779   
                                                
Distributions
to partners(note 6)   -      (6,729,940)(797,521)(67,978)(7,595,439)

Balance at
  December 31, 1997  6,349      700,468   36,292      -    736,760  
    
Distributions
to partners (note 6)  -       (539,665)  (63,952) (5,451) (609,068)

Net income            -         63,923    27,660   5,451    97,034

Balance at
  December 31, 1998  6,349     224,726        -       -    224,726


See accompanying notes to financial statements.

                                    F-4
<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                       Statements of Cash Flows

             Years ended December 31, 1998, 1997 and 1996
<TABLE>                                   1998        1997     1996
                                         <C>         <C>      <C>   
Cash flows from operating activities:

  Net income                            $  97,034   1,639,779    197,630
  Adjustments to reconcile net income
   to net cash provided by operating activities:
     Amortization                             -            -       1,007
     Decrease (increase) in restricted
        cash                              183,337     207,193  (633,192)
     Cost of land and improvements sold   408,251   8,085,428  1,407,343
     Cost of land improvements            (8,251) (1,735,184)  (941,248)
     Increase (decrease) in accounts
        payable and accrued expenses     (34,511)      97,634   (12,603)
     (Decrease) increase in accrued 
        interest payable                      -       (8,034)      8,034
     (Decrease) increase in development
        payable                         (200,000)   (539,041)    739,041
     Decrease in payable to related party     -       (9,141)        -  

       Net cash provided by
         operating activities             445,860   7,746,668    749,944

Cash flows from financing activities:
            
     Principal payments on Note 
        payable                               -           -    (250,000)
     Distributions to partners          (609,068) (7,595,439)  (537,413)

       Net cash used by 
        financing activities            (609,068) (7,595,439)  (787,413)

Net increase (decrease) in cash         (163,208)     151,229   (37,469)

Cash at beginning of year                 208,395      57,166     94,635

Cash at end of year                      $ 45,187     208,395     57,166


Supplemental Disclosures of Cash Flow Information:

     Cash paid for interest                 $   -         -       13,019

</TABLE>
See accompanying notes to financial statements.

                                    F-5<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements

                      December 31, 1998 and 1997

(1)  Summary of Significant Accounting Policies

     (a)  Organization

     Cool Springs, L.P. (the Partnership), a Tennessee Limited
     Partnership, was organized on September 20, 1989, to
     acquire undeveloped land located in Franklin, Tennessee. 
     The general partner is 222 C.S., L.P.  The general
     partners of 222 C.S., L.P.are 222 Partners, Inc., Steven
     D. Ezell and Michael A. Hartley.  The Partnership
     prepares financial statements and income tax returns on
     the accrual method of accounting.  The financial
     statements include only those assets, liabilities and
     results of operations which relate to the Partnership. 
     See note 9.

     (b)  Estimates

     Management of the Partnership has made estimates and
     assumptions to prepare these financial statements in
     accordance with generally accepted accounting principles. 
     These estimates include the determination of the
     estimated fair value of the Partnership's land and
     improvements held for investment in accordance with the
     provisions of Statement of Financial Accounting Standards
     No. 121. Actual results could differ from those
     estimates.

     (c)  Cash 

     Cash belonging to the Partnership is combined in an
     account with funds from other partnerships related to the
     general partner.

     (d)  Land and Improvements Held for Investment

     Land and improvements held for investment is recorded at cost
     and included two tracts of undeveloped land representing
     approximately 1 acre at December 31, 1997. Land costs include
     amounts to acquire and hold land, including interest and
     property taxes during the development  period.  During 1998,
     the remaining land was sold.  The tax basis of the land and
     improvements held for 
                               F-6<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)
                     Notes to Financial Statements

                     
(1)  Summary of Significant Accounting Policies (continued)

     (d)  Land and Improvements Held for Investment(continued)

     investment is $0 and $402,283 at December 31, 1998 and
     1997, respectively. 

     The Partnership adopted the provisions of Statement of
     Financial Accounting Standards (SFAS) No. 121,
     "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived Assets to be Disposed Of" in 1996.
     SFAS No. 121 requires that long-lived assets to be
     disposed of be reported at the lower of the carrying
     amount or fair value less estimated costs to sell.  The
     fair value of the assets can be determined externally,
     using appraisals, or internally using discounted future
     net cash flows.  If such assets are considered impaired,
     the impairment to be recognized is measured by the amount
     by which the carrying amount of the assets exceeds the
     fair value of the assets less estimated costs to sell. 
     Impairment is recognized through the establishment of an
     allowance for impairment with a corresponding charge to
     operations.  Losses upon the sale of the assets are
     charged to the allowance.  The adoption of SFAS No. 121 did
     not have an impact on the Partnership's financial position,
     results of operations, or liquidity.

     (e)  Loan Costs

     Loan costs were amortized by the straight-line method over the
     two year term of the note payable.

     (f)  Income Recognition

     Income from sales of land and improvements held for
     investment is  generally recorded on the accrual basis
     when the buyer's financial commitment is sufficient to
     provide economic substance to the transaction, and when
     other criteria of SFAS No. 66 "Accounting for Sales of
     Real Estate" are satisfied.  For sales of real estate
     where both cost recovery is reasonably certain and the
     collectibility of the contract price is reasonably
     assured, but the  transaction does not meet the remaining
     requirements to be recorded on the accrual basis, profit
     is deferred and recognized under the 

                               F-7<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)
                     Notes to Financial Statements
                 
(1)  Summary of Significant Accounting Policies (continued)

     (f)  Income Recognition(continued)

     installment method, which recognizes profit as
     collections of principal are received.  If developments
     subsequent to the adoption of the installment method
     occur, which cause the transaction to meet the
     requirements of the full accrual method, the remaining
     deferred profit is recognized at that time.  Any losses
     on sales of real estate are recognized at the time of the
     sale.

     (g)  Income Taxes

     No provision has been made for Federal or state
     income taxes since such taxes are the responsibility of
     the partners.
        Annually, the partners receive, from the Partnership, IRS
     Form K-1's which provide them with their share of taxable
     income or losses, deductions, and other tax information. 
     The only difference between the tax basis and reported
     amounts of the Partnership's assets and liabilities
     relates to the valuation of land and improvements held
     for investment.  For income tax purposes certain costs
     were capitalized as additional land improvement costs.

     (h)  Partnership Allocations

        Net profits, losses, and distributions of cash flow of
     the Partnership are allocated to the partners in
     accordance with the Partnership agreement as follows:
        Partnership profits are allocated first to the special
     limited partner in proportion to the special limited
     partner interest.  Any profits not allocated to the
     special limited partner are allocated to any partner with
     a negative balance in their capital account, determined
     at the end of the taxable year as if the Partnership had
     distributed cash flow, in proportion to the negative
     capital balance account of all partners until no
     partner's capital account is negative.  Net profit
     allocations are then made to the limited partners up to
     the difference between their capital account balances and
     the sum of their adjusted capital contributions (capital
     balance, net of cumulative cash distributions in excess
     of preferred returns - 12% annual cumulative return on
     capital contributed) and unpaid preferred returns.  

                               F-8
<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)
                     Notes to Financial Statements
     
(1)  Summary of Significant Accounting Policies (continued)
     (h)  Partnership Allocations(continued)

     Any remaining net profit allocations are then made to the
     limited partners until the taxable year in which cumulative
     profits to the limited partners equal their adjusted capital
     contribution plus an unpaid preferred return (12% annual
     cumulative return on capital contributed).  Net profits are
     then allocated to the general partner until the ratio of the
     general partner's capital account balance to the capital
     account balances in excess of adjusted capital contributions
     and unpaid preferred return, of all limited partners is 25% to
     75%. Thereafter, profits are generally allocated 25% to the
     general partner and 75% to the limited partners.  Net losses
     not allocated to the special limited partner are allocated to
     the limited partners and general partners in proportion to
     their positive capital accounts.
     Partnership distributions are allocated to the special
     limited partner in proportion to the special limited
     partner interest, then 99% to the limited partners  and
     1% to the general partner in an amount equal to their
     preferred return (12% annual cumulative return on capital
     contributed), 99% to the limited partners and 1% to the
     general partner until the limited partners have received
     an amount equal to their adjusted capital contributions,
     and then 75% to the limited partners and 25% to the
     general partner.  Cumulative unpaid preferred returns are
     $72,261 and $36,274 at December 31, 1998 and 1997,
     respectively.

     (i)  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 years ended December 31,
     1998 and 1997, the Partnership had no components of other
     comprehensive income.  Accordingly, comprehensive income for
     each of the years was the same as net income.
                               F-9<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)
                     Notes to Financial Statements 

(1)  Summary of Significant Accounting Policies (continued)
     (j)  Reclassifications

     Certain reclassifications have been made to conform to the
     current year presentation.

(2)  Restricted Cash

     At December 31, 1998 and 1997, the Partnership has
     restricted cash balances  of $242,662 and $425,999,
     respectively, to be used to fund property improvements,
     consisting of road and utility work.  The Partnership has
     requested the amounts at December 31, 1998, to be refunded
     to them since all improvements have been completed.

(3)  Land and Improvements Held for Investment

     The components of land and improvements held for investment at
     December 31 are as follows:
                                      1998      1997
     Land and carrying costs       $   -        271,427
     Land improvements                 -        128,573
                                   $   -        400,000

     During 1990 the Partnership acquired approximately 71
     acres of land from Cool Springs Venture (CSV), an
     affiliate of the general partner. The purchase price was
     $6,873,000, which was the Seller's allocated cost of the
     land and related improvements.  If the Partnership were
     successful in selling 7,500 limited partnership units,
     $6,185,700 of the purchase price was to be paid in cash
     and the remaining $687,300 was to be paid by allocating
     CSV a 10% special limited partnership interest in the
     Partnership.  If the Partnership sold less than 7,500
     limited partnership units, the cash portion of the
     purchase price was to be reduced, and the special limited
     partnership interest increased.

     The Partnership sold a total of 6,349 limited partnership
     units. The offering was suspended on September 28, 1990,
     and there is no intention of reopening the offering at
     this time.  In accordance with the land purchase
     agreement, the Partnership bid $5,120,385 in cash and
     granted CSV a 25.5% special limited partnership interest.
                              F-10<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)
                     Notes to Financial Statements

(3)  Land and Improvements Held for Investment(continued)

     During 1991, CSV was unable to fund certain specified
     development activities.  The Partnership funded $40,719
     of these improvements which has been recorded as a
     redemption of a portion of CSV's special limited
     partnership interest.  In return for this funding, the
     Partnership was assigned an additional 1% interest from
     CSV, reducing CSV's special limited partnership interest
     from 25.5% to 24.5% at December 31, 1991.  CSV did not
     complete certain other specified development activities
     by December 31, 1992.

     During 1993, CSV was succeeded by Cool Springs Real
     Estate Associates (CSREA), which assumed all
     responsibilities of CSV relating to infrastructure
     development as well as the 24.5% special partnership
     interest in Cool Springs, L.P.  The Partnership extended
     the deadline for development responsibilities from
     December 31, 1992 to December 31, 1995.  CSREA did not
     complete the specified development activities by December
     31, 1995.  As a result, CSREA forfeited an additional 14%
     of its special limited partnership interest.

(4)  Related Party Transactions

     Through December 31, 1998, the general partner and its
     affiliates have been actively involved in managing the
     Partnership. Affiliates of the general partner receive
     fees for performing certain services.  Expenses incurred
     for these services are as follows:
          
                                     1998        1997        1996

     Real Estate commissions     $   16,400   443,315        -    
     Accounting, tax and management
       consulting fees                3,200     2,600       2,800 
     Partnership administration
       reimbursement                 12,000    12,000      12,000
     Engineering fees                  -        1,000        -

 (5)  Fair Value of Financial Instruments

     At December 31, 1998 and 1997, the Partnership had financial
     instruments including cash, restricted cash, accounts payable,
     and accrued expenses.  The carrying amounts of the financial
     instruments approximate their fair value because of the short
     maturity of those financial instruments.
                              F-11<PAGE>
                          COOL SPRINGS, L.P.
                        (A Limited Partnership)

                     Notes to Financial Statements

(6)  Distributions

     For the years ended December 31, 1998 and 1997, the         
     Partnership made distributions to the limited partners of
     $539,665, $6,729,940 and $476,175 ($85 per unit, $1,060 per  
     unit, and $75 per unit), respectively.  

(7)  Other Revenue

     Other revenue in 1998 consists primarily of a refund of an
escrow   deposit from a prior year land sale.

(8)  Contingency

     In February 1997 a suit was filed against the
     Partnership alleging that the Partnership breached a
     contract to sell a parcel of land to the plaintiff.  The
     suit requests specific performance, to set aside the
     conveyance of certain real property, including the parcel
     of land at issue, and in the alternative, monetary
     damages.  The Partnership believes the suit is without
     merit and intends to vigorously defend it.  The suit when
     finally concluded, in the opinion of management of the
     Partnership, based on information it presently possesses,
     will not have a material adverse effect on the
     Partnership's financial position.

(9)  Liquidation of Partnership

     During 1999, the Partnership plans to satisfy all payables,
     distribute the remaining cash, and dissolve the Partnership. 
     The current cash balance is believed to be sufficient to
     maintain the operations until the Partnership is dissolved.












                              F-12

<PAGE>
Item 9.  Changes in and Disagreements with Accountants on       
         Accounting and Financial Disclosures.

         None.

                               PART III

Item 10.  Directors and Executive Officers of the Registrant

Registrant does not have any directors or officers.  222 C.S.,L.P.
is the general partner.  Steven D. Ezell, Michael A. Hartley and
222 Partners, Inc. are the general partners of the general partner
and as such have general responsibility and ultimate authority in
matters affecting Registrant's business.

The general partners of 222 C.S., L.P. are as follows:

Steven D. Ezell

Steven D. Ezell, age 46, is a general partner of 222 C.S., L.P. He
is the President and sole shareholder of 222 Partners, Inc.  He has
been an officer of 222 Partners, Inc. from September 17, 1986
through the current period.  Mr. Ezell is President and 50% owner
of Landmark Realty Services Corporation.  For the prior four years,
Mr. Ezell was involved in property acquisitions for Dean Witter
Realty Inc. in New York City, most recently as Senior Vice
President.  Steven D. Ezell is the son of W. Gerald Ezell.

Michael A. Hartley

Michael A. Hartley, age 39, is a general partner of 222 C.S., L.P.
He is Secretary/Treasurer and a Vice President of 222 Partners,
Inc.  He has been an officer of 222 Partners, Inc. from September
17, 1986 through the current period.  Mr. Hartley is Vice President
and 50% owner of Landmark Realty Services Corporation.  Prior to
joining Landmark in 1986, Mr. Hartley was Vice President of Dean
Witter Realty Inc., a New York-based real estate investment firm.

222 Partners Inc.

222 Partners, Inc. was formed in September, 1986 and serves as
general partner for several other real estate investment limited
partnerships.  The directors of 222 Partners, Inc. are W. Gerald
Ezell, Steven D. Ezell, and Michael A. Hartley.  

Other directors of 222 Partners, Inc. are as follows:

W. Gerald Ezell

W. Gerald Ezell, age 68, serves on the Board of Directors of 222
Partners, Inc.  Until November, 1985, Mr. Ezell had been for over
20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.

Item 11.  Executive Compensation

     During 1998, Registrant was not required to and did not pay
remuneration to any executives, partners of the general partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."

     The general partner does participate in the profits, losses
and distributions of the Registrant as set forth in the Partnership
Agreement.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management As of February 28, 1999 no person or "group" (as that
term is used in Section 13(d) (3) of the Securities Exchange Act of
1934) was known by the Registrant to beneficially own more than
five percent of the Units of Registrant.

     As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.

     There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.

Item 13.  Certain Relationships and Related Transactions

     No affiliated entities have, for the year ending December 31,
1998, earned or received compensation services from the Registrant
in excess of $60,000 . For a listing of miscellaneous transactions
with affiliates which were less than $60,000 refer to Note 4 of
the Notes to Financial Statements in Item 8.

<PAGE>
                                PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a)     (1) Financial Statements
            See Financial Statements Index in Item 8. hereof.

        (2) Financial Statement Schedule
            None

        (3) Exhibits
            
           3.1   Amended and Restated Certificate and Agreement of
                 Limited Partnership, incorporated by reference to
                 Exhibit A to the Prospectus of Registrant dated
                 May 21, 1990 filed pursuant to Rule 424(b) of the
                 Securities and Exchange Commission.

           22    Subsidiaries - Registrant has no subsidiaries.

           27    Financial Data Schedule

  (b)   No reports on Form 8-K have been filed the last quarter of
1998.


<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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:  March 31, 1999              By:  /s/ Steven D. Ezell
                                        General Partner

DATE:  March 31, 1999              By:  /s/ Michael A. Hartley
                                        General Partner

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 31, 1999                   By:  /s/ Michael A. Hartley
                                        Secretary/Treasurer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

                                   COOL SPRINGS, L.P.
                                   By:  222 C.S., L.P.
                                        General Partner

DATE:  March 31, 1999              By:  /s/ Steven D. Ezell
                                        General Partner

DATE:  March 31, 1999              By:  /s/ Michael A. Hartley
                                        General Partner

                                   By:  222 Partners, Inc.
                                        General Partner

DATE:  March 27, 1999                   By:  /s/ Michael A. Hartley
                                        Secretary/Treasurer

     Supplement Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:

     No annual report or proxy material has been sent to security
holders.
<PAGE>
                   Exhibits filed to Item 14(a)(3):

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

                             Exhibit Index

Exhibit

     3    Amended and Restated Certificate and Agreement of Limited
          Partnership, incorporated by reference to Exhibit A to  
          the Prospectus of Registrant dated May 21, 1990 filed   
          pursuant to Rule 424(b) of the Securities and Exchange  
          Commission.

     22   Subsidiaries - Registrant has no subsidiaries.

     27   Financial Data Schedule