<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
                           33-18089-A

                       HICKORY HILLS, LTD.

     (Exact name of Registrant as specified in its chapter)

           Tennessee                         62-1336904


(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)

     Indicated 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


     Indicated 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 $1,800,000 as of January 31, 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.

Document Incorporated by Reference in Part IV:

Prospectus of Registrant, dated December 3, 1987 as filed pursuant
to rule 424 (b) of the Securities and Exchange Commission.
<PAGE>
                             PART I
Item 1.  Business

     Hickory Hills, Ltd. ("Registrant"), is a Tennessee limited
partnership organized on September 15, 1987 pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended.  The
General Partner of Registrant is 222 Hickory, Ltd., a Tennessee
limited partnership.  222 Partners, Inc.  is the general partner of
222 Hickory, Ltd.  At December 31, 1998, the Registrant was in
default on a $3,454,300 promissory note (the "Lender Financing") to
Hickory Lenders, Ltd. (the "Lender"), an affiliated partnership
sharing the same General Partner.  The Lender has begun the 
foreclosure process for failure to make debt payments.  Due to the
impending foreclosure, the Registrant's Financial Statements
included herein reflect the foreclosure and transfer of assets to
the Lender on December 31, 1998. The foreclosure process is
expected to be completed in early 1999 and the General Partner
intends to dissolve the partnership in 1999.

     Prior to December 31, 1998, Registrant's primary business was
to acquire, develop and dispose of certain undeveloped real
properties located in Nashville, Davidson County, Tennessee and
Hendersonville, Sumner County, Tennessee (the "Properties"). 
Registrant's investment objectives were preservation of capital,
and capital appreciation through the passage of time, growth in the
surrounding areas and the development of the Properties prior to
resale.

Financial Information About Industry Segments

     Prior to December 31, 1998, the registrant's activity,
investment in land, was within one industry segment and
geographical area.  Therefore, financial data relating to the
industry segment and geographical area is included in Item 6 -
Selected Financial Data.

Narrative Description of Business

     Prior to December 31, 1998, the Registrant was holding for
investment two properties in the metropolitan Nashville, Tennessee
area.  The Properties will be referred to respectively as the
Nashville Property and the Hendersonville Property in the remainder
of this report.  The Properties were held for resale.

     The majority of the proceeds used to purchase the Property
were from a $3,454,300 promissory note (the "Lender Financing")   
that matured on December 31, 1998 to Hickory Lenders, Ltd. (the
"Lender"). The principal balance accrued interest at a simple
interest rate of 10% per annum.  Prior to maturity, the Registrant
was not required to make any payments with respect to the Lender
Financing, except upon the sale, exchange or condemnation of all or
any portion of the Property.  From sale proceeds, the Lender
received a priority return of interest and principal, and 55% of
the "Net Revenues", if any.  Net revenues, as defined by the 
Participating Loan Agreement, represent the difference between cash
proceeds earned and the following, in this order:  1)  accrued but
unpaid interest and Applicable Principal Balances;  2)  accrued
preferred return (12%) on the net offering proceeds of the
Registrant;  and 3)  the Applicable Equity Balance.  The note
became due on December 31, 1998 but the Registrant was unable to
repay the note. Total principal and accrued interest outstanding at
December 31, 1998 was $3,454,300 and $807,083, respectively.
The Lender is in the process of foreclosing and will take
possession of the Partnership's real estate assets.  The
Partnership will be dissolved in 1999.
     
     The Registrant has no employees.  Program management services
were being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the General Partner.

Item 2.  Properties

As the Registrant is currently involved in the foreclosure process,
the Registrant's Financial Statements included herein reflect the
foreclosure as having taken place on December 31, 1998 and the
properties effectively transferred to the Lender in settlement of
borrowings.

Item 3.  Legal Proceedings

     Registrant is not a party to, any legal proceedings, other
than the foreclosure of its real estate properties.

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 December 3, 1987 of 1,800
Units of limited partnership interests.  The offering of $1,800,000
was fully subscribed on December 3, 1988.  As of February 28, 1999
there were 190 holders of record of the 1,800 Units of limited
partnership interest.

     There were no distributions made to Unit holders during 1998. 
As the Registrant is currently in foreclosure and expects
dissolution of the partnership in 1999, the General Partner
believes the future ability of the Registrant to make distributions
is unlikely.  
<PAGE>
Item 6.  Selected Financial Data

                            For the Year Ended
                               December 31,

                       1998      1997      1996      1995      1994

Total Revenues      $ (10,299)  283,851   335,416   176,707    28,242 
Net loss before extraordinary
  item                (73,600) (177,739) (118,124) (260,709) (405,133)
Net Income(Loss)     1,976,867 (177,739) (118,124) (260,709) (405,133)
Net Income (Loss) per Limited
  Partner Unit        1,098.26   (98.74)   (65.62)  (144.84)  (225.07)
Total Assets          128,962 2,420,214 2,875,140   357,454 3,592,621 
Note Payable
  To Affiliate             -  3,454,300 3,454,300 3,454,300 3,454,300 
Accrued Interest Payable to
  Affiliate                -    831,855 1,126,627 1,526,399 1,486,171 

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

Sales

     The Registrant sold 1, 17, and 39 lots in 1998, 1997, and 1996
respectively, on the Hendersonville property to Phillips Builders under
the terms of the exclusive option contract negotiated in 1991.  Gross
sales proceeds were $75,000, $ 436,000, and $992,000 in 1998, 1997, and
1996, respectively.  Of the lots sold, the one in 1998, one of 17 in
1997 and three of the 39 in 1996 were lake front lots which sold for
significantly higher prices and carried a higher applicable principal
balance on the note payable to affiliate.  The Registrant also sold
71.53, 6.14, and 2.5 acres in 1998, 1997, and 1996, respectively, of the
Nashville property for gross proceeds of $357,650, $ 500,050, and
$188,250, respectively.  From the proceeds of all sales, $375,000, $
645,000, and $750,000, in 1998, 1997, and 1996, respectively, was paid
to the Lender in interest and the remainder was retained for operations
and development.  

Comparative Analysis

     Except for the fluctuations in sales described above, overall
operations of the Registrant have not changed significantly during the
last three years. The fluctuations in maintenance fees relate to
extensive landscaping done in 1996 and 1997.  This landscaping was done
after the infrastructure development was complete.  The landscaping
includes a walking trail running throughout the Property, several
fences, bushes and trees.   
<PAGE>
Liquidity

     At December 31, 1998, the Registrant was involved in the
foreclosure process for failure to make debt payments.  The Registrant
expects to dissolve the partnership in 1999.  Any cash held at the time
of the foreclosure would go to the Lender. As the Registrant is
currently involved in the foreclosure process, the Registrant's
Financial Statements included herein reflect the foreclosure as having
taken place on December 31, 1998 and the properties effectively
transferred to the Lender in settlement of borrowings.  

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.

Item 8.  Financial Statements and Supplementary Data

     The Financial Statements required by Item 8 are filed at the end of
this report.<PAGE>
Item 9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

     None.

                                 PART III

     Item 10.  Directors and Executive Officers of the Registrant

     Registrant does not have any directors or officers.  222 Hickory,
Ltd.is the General Partner.  222 Partners, Inc. is the general partner
of the General Partner and, as such, has general responsibility and
ultimate authority in matters affecting Registrant's business.

222 Partners, Inc.

     222 Partners, Inc. was formed 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.

     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.

     Steven D. Ezell, age 46, 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.  He was for the
prior four years 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, age 39, serves as a Secretary/Treasurer and
Vice President of 222 Partners, Inc.  He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.  He
is Vice President and 50% owner of Landmark Realty Services Corporation. 
Prior to joining Landmark, Mr. Hartley was Vice President of Dean Witter
Realty Inc., a New York-based real estate investment firm.
<PAGE>
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 Partnership as set forth in the Partnership
Agreement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a)  Security ownership of certain beneficial owners

                         Name and            Amount and
          Title          Address of          Nature of   Percent
          of             Beneficial          Beneficial  of
          Class          Owner               Ownership   Class

Limited Partnership      Michael A. Hartley  52.5 Units  2.92%
          Units          Steven D. Ezell     52.5 Units  2.92%
                         4400 Harding Road   (Directly
                         Suite 500           owned)
                         Nashville, TN  37205

(b)  Security ownership of management

                         Name and            Amount and
          Title          Address of          Nature of   Percent
          of             Beneficial          Beneficial  of
          Class          Owner               Ownership   Class

Limited Partnership      Michael A. Hartley  52.5 Units  2.92%
          Units          Steven D. Ezell     52.5 Units  2.92%
                                             (Directly
                                             owned)

There are no arrangements known to 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 Transaction

     No affiliated entities have, during 1998, earned compensation for
services from the Registrant in excess of $60,000.  For a listing of
miscellaneous transactions with affiliates refer to Note 3 of the
Financial
Statements at the end of this report.

     The Registrant borrowed $3,454,300 from Hickory Lenders, Ltd., an
affiliated partnership, in 1988.<PAGE>
                                  PART IV

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

                                                            Page
     (a)  (1)  Financial Statements
          The following Financial Statements are included herein:

          Independent Auditors' Report                      F-1

          Financial Statements
               Balance Sheets                               F-2
               Statements of Operations                     F-3
               Statements of Partners' Equity (Deficit)     F-4
               Statements of Cash Flows                     F-5
               Notes to Financial Statements                F-6


          All Schedules have been omitted because they are
          inapplicable, not required or the information is
          included in the Financial Statements or notes
          thereto.

          (3)  Exhibits

          3    Amended and Restated Certificate and Agreement of
               Limited Partnership, incorporated by reference to
               Exhibit A2 to the Prospectus of Registrant dated
               December 3, 1987 filed pursuant to Rule 424(b) of
               the Securities and Exchange Commission.

          10A  Loan Agreement by and among Hickory Hills, Ltd. and
               Hickory Lenders, Ltd., incorporated by reference to
               Exhibit 10.1 to Registrant's Form S-18 Registration
               Statement as Filed on October 23, 1987.

          10B  Deed of Trust and Security Agreement by and among
               Hickory Lenders, Ltd. and the Registrant,
               incorporated by reference to Exhibit 10.2 of the
               Registrant's Form S-18 Registration Statement as
               filed on October 23, 1987.

          10C  Promissory Note of Hickory Hills, Ltd. to Hickory
               Lenders, Ltd., incorporated by reference to Exhibit
               10.3 to Registrant's Form S-18 Registration
               Statement as filed on October 23, 1987.

          22   Subsidiaries-Registrant has no subsidiaries.
          27   Financial Data Schedule

     (b)  No reports on Form 8-K have been filed during 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.

                              HICKORY HILLS, LTD.

                                 By:  222 Hickory, Ltd.
                                      General Partner

                                      By:  222 Partners, Inc.
                                           General Partner

DATE:  March 31, 1999                     By:/s/Steven D. Ezell
                                          President and Director

DATE:  March 31, 1999                     By:/s/Michael A. Hartley
                                          Vice-President and
Director


   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.

                              HICKORY HILLS, LTD.

                                 By:  222 Hickory, Ltd.
                                      General Partner

                                      By:  222 Partners, Inc.
                                           General Partner

DATE:  March 31, 1999                      By:/s/Steven D. Ezell
                                           President and Director

DATE:  March 31, 1999                      By:/s/Michael A. Hartley
                                           Vice-President and
Director

     Supplemental 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>

                       Independent Auditors' Report

The Partners
Hickory Hills, Ltd.:

We have audited the accompanying balance sheets of Hickory Hills, Ltd. (a
limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity (deficit), 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 make 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 Hickory Hills, Ltd. 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.

As discussed in Note 5, on December 31, 1998, substantially all of the
Partnership assets were included in a foreclosure process.

                                        KPMG LLP


Nashville, Tennessee
January 22, 1999
                                    F-1
<PAGE>


                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                              Balance Sheets

                        December 31, 1998 and 1997

           Assets                           1998         1997

Cash                                 $    103,869      180,308    
  
Restricted cash (note 2)                   24,813      167,859    
 
Land and improvements held for
     investment (notes 4 and 5)                 -    2,071,767    

Other assets                                  280          280

        Total assets                  $   128,962    2,420,214

Liabilities and Partners' Equity (Deficit)

Liabilities:

Note payable to affiliate (note 5)    $         -    3,454,300 
Accrued interest payable to
  affiliate (note 5)                            -      831,855
Accounts Payable and                    
  accrued expenses                         128,158     110,122

        Total liabilities                  128,158   4,673,464  

Partners' equity (deficit):                                 

Limited partners (1,800 units
  outstanding)                                704   (1,976,163)   
          General partner                     100          100    
      

        Total partners' equity
        (deficit)                             804   (1,976,163)   
          Commitments and contingencies
        (note 5)
        
        Total liabilities and
        partners' equity (deficit)    $   128,962    2,420,214    


See accompanying notes to financial statements.
                                    F-2
<PAGE>
                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                         Statements of Operations

               Years ended December 31, 1998, 1997, and 1996

                                    1998        1997        1996

Revenues:
Land Sales:
   Sales of land
     and improvements        $     432,650     936,050   1,180,250
   Cost of land and 
      improvements sold           (418,573)   (587,687)   (774,505)
   Closing Costs (Note 3)          (43,900)    (78,089)    (81,660)
     Gain (loss) on sale of land   (29,823)    270,274     324,085

Interest income                     14,192      12,200      31,331
Miscellaneous income                 5,332       1,377        - 

     Total revenues                (10,299)    283,851     355,416

Expenses:
   Management fees (note 3)          3,000       3,000       3,000
   Legal and accounting(note 3)     15,793      13,070      13,782
   General and administrative        3,326       4,101       8,270
   Property taxes                   27,232      27,816      35,058
   Maintenance fees                 13,950      63,375      63,202
   Interest (notes 3 and 5)        350,228     350,228     350,228

       Total expenses              413,529     461,590     473,540
    
       Net loss before 
       extraordinary item    $    (423,828)   (177,739)  (118,124)
  
Extraordinary Item - Forgiveness of debt upon foreclosure
of land and improvements(Note 5) 2,400,695        -          -  

Net Income (Loss)                1,976,867    (177,739)  (118,124)

Net Income (loss) allocated to:
     Limited partners        $   1,976,867    (177,739)  (118,124) 
     General partner         $        -           -          -   

Net Income (loss) per limited
  partner unit               $    1,098.26      (98.74)    (65.62) 

Weighted average units
  outstanding                        1,800        1,800      1,800 

See accompanying notes to financial statements.
                                    F-3
<PAGE>

                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                 Statements of Partners' Equity (Deficit)

               Years ended December 31, 1998, 1997, and 1996

                         Limited           General
                        partners           partner       Total
                      Units     Amount
Balance at
  December 31, 1995  1,800   (1,608,300)      100  (1,680,200)

Net loss               -       (118,124)       -     (118,124
                 
Balance at
  December 31, 1996  1,800   (1,798,424)      100  (1,798,324)

Net loss               -       (177,739)       -     (177,739)   
                 
Balance at
  December 31, 1997  
                     1,800    (1,976,163)     100  (1,976,063)
                                                  
Net income                     1,976,867      -     1,976,867  
                 
Balance at
  December 31, 1998  1,800           704      100         804










See accompanying notes to financial statements.





                                    F-4
<PAGE>
                            HICKORY HILLS, LTD.
                          (A Limited Partnership)
                         Statements of Cash Flows
               Years ended December 31, 1998, 1997, and 1996

                                    1998       1997       1996
Cash flows from operating
 activities:
  Net income (loss)          $   1,976,867    (177,739) (118,124) 
  Adjustments to reconcile net
    income(loss) to net cash 
    provided (used) by 
    operating activities:
       Extraordinary item - forgiveness of debt
         upon foreclose of land 
         and improvements       (2,400,695)          -          - 
       Cost of land and 
         improvements sold         418,573     537,687    774,505 
       Cost of land and improvements
         held for investment       (57,494)   (185,615)  (507,369) 
       Decrease in
         restricted cash           143,046      90,817     77,436 
        Decrease other assets          -           -       21,013 
       Decrease in accrued interest
         payable to affiliate      (24,772)   (294,772)  (399,772)
       Increase in accounts payable
         and accrued expenses       18,036      17,585      35,582
         Net cash provided 
            (used by) operating
            activities              73,561      37,963   (116,729) 

Cash flows from financing activities:
     Cash payment on borrowings   (150,000)       -          -  
Net change in cash                 (76,439)     37,963   (116,729) 

Cash at beginning of year           180,308    142,345    259,074 
Cash at end of year             $   103,869    180,308    142,345 

Supplemental Disclosures of
    Cash Flow Information:
     Cash paid during the year
       for interest              $  375,000    645,000    750,000
Supplemental Disclosure of 
    Non-Cash Transactions:
     Land and improvements foreclosed
       upon in settlement of 
       note payable              $1,710,688        -          -
     Note payable settled as a result 
       of foreclosure            $3,454,300        -          -
     Accrued interest settled
       as a result of foreclosure$  807,083        -          -   
     
See accompanying notes to financial statements.
                                    F-5<PAGE>
                      HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements
                   December 31, 1998 and 1997

(1)    Summary of Significant Accounting Policies

       (a)  Organization

       Hickory Hills, Ltd. (the Partnership), a Tennessee limited
       partnership, was organized on September 15, 1987, to acquire
       three tracts of undeveloped land located in the Nashville
       metropolitan and Hendersonville, Tennessee areas.  The
       General Partner is 222 Hickory, Ltd., and the general
       partner of 222 Hickory, Ltd. is 222 Partners, Inc.  The
       Partnership prepares financial statements and income tax
       returns on the accrual method and includes only those
       assets, liabilities, and results of operations which relate
       to the business of the Partnership. 

       (b)  Estimates

       Management of the Partnership has made estimates and
       assumptions to prepare these financial statements in
       accordance with generally accepted accounting principles. 
       Actual results could differ from those estimates.

       (c)  Cash 

       At December 31, 1998 and 1997, the management of the Partnership
       has reserved cash balances of $61,244 and $55,250, respectively,
       for payment of impact fees.  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 Investments

       Land was recorded at cost and includes two tracts of undeveloped land
       represented approximately 230 acres at December 31, 1997. In addition,
       the Partnership owned one tract of land developed into residential
       lots with 7 lots remaining at December 31, 1997.  Land costs included
       amounts to acquire and hold land, including interest and property
       taxed during the development period.  Costs to hold land, including
       interest and property taxes were charged to expense once development
       was substantially complete.
                               F-6
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

                   
(1)    Summary of Significant Accounting Policies (continued)

       Land improvement costs included development costs expended
       subsequent to the acquisition of a tract. 

       (e)  Income Recognition

       Income from sales of land and improvements held for
       investment was generally recorded on the accrual basis when
       the buyer's financial commitment was 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 was reasonably certain and the collectibility
       of the contract price was reasonably assured, but the
       transaction did not meet the remaining requirements to be
       recorded on the accrual basis, profit was deferred and
       recognized under the installment method, which recognizes
       profit as collections of principal are received.  If
       developments subsequent to the adoption of the installment
       method occurred which caused the transaction to meet the
       requirements of the full accrual method, the remaining
       deferred profit was recognized at that time.  Any losses on
       sales of real estate were recognized at the time of the sale.
      
(1)    Summary of Significant Accounting Policies (continued)
       (f)  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 provides them with their
       respective share of taxable income or losses, deductions,
       and other tax related information.  The only difference
       between the tax basis and reported amounts of the
       Partnership's assets and liabilities relates to land and
       improvements held for investment discussed in notes.  For
       income tax purposes the Partnership did not reflect the
       foreclosure of land and improvements held for investment discussed in 
       Note 5.

       (g)  Partnership Allocations

       Net profits, losses and distribution of cash flow of the
       Partnership are allocated to the Partners in accordance with
       the Partnership agreement as follows:
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)    Summary of Significant Accounting Policies (continued)

       (g)  Partnership Allocations (continued)

       Partnership net profits are allocated first to any partner
       with a negative balance in their capital account, determined
       at the end of the taxable year as if the Partnership has
       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).  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 27% to 73%.  Thereafter, profits are generally
       allocated 27% to the general partner and 73% to the limited
       partners.  Net losses are allocated to the partners in
       proportion to their positive capital accounts.
       Partnership distributions are allocated 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 73% to the limited partners and 27% to the 
       general partner.

       Cumulative unpaid preferred returns are $2,484,000 and $2,214,000
       at December 31, 1998 and 1997, respectively.

       (h)  Reclassifications

       Certain prior year amounts have been reclassified to conform
       with the current year presentation.

<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)    Summary of Significant Accounting Policies (continued)

       (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.

(2)    Restricted Cash

       At December 31, 1998 and 1997, the Partnership has
       restricted cash balances of $24,813 and $167,859,
       respectively, to be used to fund property improvements,
       consisting of road and utility work.

(3)    Related Party Transactions

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

                                    1998       1997      1996

       Accounting fees          $   2,100      2,100     2,100        
       Management fee               3,000      3,000     3,000              
       Engineering fees                -       9,025    24,765       
       Real estate commissions     16,556     42,034    37,290   
       Interest expense           350,228    350,228   350,228    
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements    

(4)    Land and Improvements Held for Investment

       The components of land and improvements held for investment
       at December 31, are as follows:
                                  1998           1997

       Land                   $    -          1,180,334                     
       Land Improvements           -            891,433          
                               ---------     ----------
                              $    -          2,071,767

       The aggregate cost of land and improvements held for investment for
       Federal income tax purposes was $2,378,215 and $2,850,629 at December
       31, 1998 and 1997, respectively.  See Note 5.

(5)    Note Payable to Affiliate

       Prior to December 31, 1998, the note payable to affiliate represented
       a $3,454,300 note payable to Hickory Lenders, Ltd. (the Lender), an
       affiliate sharing the same General Partner.  The note accrued simple
       interest at an annual rate of 10% plus "additional interest" upon the
       sale of any portion of the collateral equal to 55% of the "net
       revenues", as defined in the Participating Loan Agreement.  The note
       was secured by a mortgage on the land and improvements held for
       investment and by a security interest in any unrestricted cash or
       investment securities held by the Partnership. The note matured on
       December 31,1998 and the Partnership was unable to repay the note.  
       The Partnership is currently involved in a foreclosure process with
       the Lender.  Although the foreclosure process isn't complete, the
       financial statements included herein reflect the foreclosure as having
       taken place on December 31, 1998, and the properties and certain cash
       were effectively transferred to the Lender in settlement of the
       borrowings.  As a result of the impending foreclosure, $2,400,695 was
       recorded as an extraordinary gain in the 1998 accompanying statement
       of operations.  The remaining cash balances at December 31, 1998 will
       be used to settle accounts payable and accrued expenses at December
       31, 1998.  
                 
(6)    Fair Value of Financial Instruments

       At December 31, 1998 and 1997, the carrying amounts of cash,
       restricted cash, and accrued liabilities approximate their fair 
       values because of the short maturity of those financial instruments.


                                   F-10

<PAGE>
           Exhibits filed pursuant to Item 14 (a) (3)

                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                          Exhibit Index

Exhibit
     
     3    Amended and Restated Certificate and Agreement of Limited
          Partnership, incorporated by reference to Exhibit A2 to
          the Prospectus of Registrant dated December 3, 1987 filed
          pursuant to Rule 424(b) of the Securities and Exchange
          Commission.

     10A  Loan Agreement by and among Hickory Hills, Ltd. and
          Hickory Lenders, Ltd., incorporated by reference to
          Exhibit 10.1 to Registrant's Form S-18 Registration
          Statement as filed on October 23, 1987.

     10B  Deed of Trust and Security Agreement by and among Hickory
          Lenders, Ltd. and the Registrant, incorporated by
          reference to Exhibit 10.2 of the Registrant's Form S-18
          Registration Statement as filed on October 23, 1987.

     10C  Promissory Note of Hickory Hills, Ltd. to Hickory
          Lenders, Ltd., incorporated by reference to Exhibit 10.3
          to Registrant's Form S-18 Registration Statement as filed
          on October 23, 1987.

     22   Subsidiaries-Registrant has no subsidiaries.

     27   Financial Data Schedule