<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, 1996

                               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, 1997. 
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.

     Registrant's primary business is 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 are 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

     The Registrant's activity, investment in land, is 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

     The Registrant is 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 are held for resale.

     The Nashville Property is approximately 210 acres of partially
developed land and is comprised of two main parcels located in
northern Davidson County, Tennessee.  During 1996 and 1995, grading
work was done on the Property as required by prior sales and in
1995, a contribution was made to the City toward the future
improvements of Old Hickory Boulevard.  All development was
specific to the site sold.  The General Partner has no plans for
development of this property except for what may be required by
future sales.

     The Hendersonville Property is a residential subdivision on
Old Hickory Lake in Hendersonville, Tennessee (the "Harbortowne
Development") with 243 lots, of which 24 lots remain unsold as of
December 31, 1996.  The Property is zoned as residential planned
unit development.  Roadways for the Property have been paved, and
gas, water and sewer lines have been installed.  The final phase of
road and utility development was completed in 1996.  In 1991, the
General Partner negotiated an exclusive option contract with
Phillips Builders to purchase the remaining lots in Harbortowne
Development.  The contract requires minimum purchases and allows
for price increase based on a time and quantity schedule.
<PAGE>
Competition

Nashville Property

     There is a significant amount of competition for
industrial/office distribution property in northern Davidson
County, near the airport and along Brick Church Pike, south of the
Property.  As competitive sites nearer the City are absorbed, the
Registrant's site should experience more activity.  The
Registrant's prices are comparable to its competition.

Hendersonville Property

     There is currently limited competition surrounding the
Harbortowne Development.  The Registrant has an exclusive contract
with Phillips Builders, Inc. pursuant to which Phillips will build
new homes in the $140,000 - $180,000 price range.  The Property is
located one mile to the east of Highway 31-E by-pass which provides
excellent access to downtown Nashville.  The development offers
landscaped home sites, gas heat, and other amenities such as a
swimming pool, tennis courts, and clubhouse.

     The majority of the proceeds used to purchase the Property
were from a $3,454,300 promissory note (the "Lender Financing")
maturing on December 31, 1997 to Hickory Lenders, Ltd. (the
"Lender"), an affiliated partnership sharing the same General
Partner.  The principal balance accrues interest at a simple
interest rate of 10% per annum.  Prior to maturity, the Registrant
is 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
receives 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 cumulative
Applicable Principal balance due to the Lender is $1,562,428 and is
payable from future sale proceeds, after all accrued interest is
paid.

     With the loan due date approaching at year end, the General
Partner plans to negotiate an extension of the loan term.  The
General Partner does not expect the Registrant to have the
liquidity to retire the debt in full on December 31, 1997.  Because
the Registrant and the Lender share the same general partner, it
may be necessary to appoint an independent party to represent the
general partner for the Registrant, the Lender or both during the
loan negotiations.  However, if the loan term is not extended, the
lack of payment would constitute a default on the loan agreement. 
In such an event the Lender is required to foreclose the loan. 
Currently, the Partnership has not foreclosed or accelerated the
amounts due under the loan agreement.   

     The Registrant has no employees.  Program management services
are being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the General Partner.
<PAGE>
Item 2.  Properties

     As of December 31, 1996, Registrant owned two parcels of land
in Tennessee, composed of 235 acres in Nashville (208 acres of
which are saleable) and 24 residential lots in Hendersonville.  See
Item 1 above for more detailed description.

Item 3.  Legal Proceedings

     Registrant is not a party to, nor is any of Registrant's
property the subject of, any legal proceedings.

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, 1997
there were 190 holders of record of the 1,800 Units of limited
partnership interest.

     There were no distributions made to Unit holders during 1996. 
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, other
than the obligations to Hickory Lenders, Ltd. with respect to the
Lender Financing, as described below.
<PAGE>
Item 6.  Selected Financial Data

                            For the Year Ended
                               December 31,

                    1996       1995        1994       1993       1992

Total Revenues $   335,416    176,707      28,242   (242,235)  (205,627)
Net Loss          (118,124)  (260,709)   (405,133)  (688,006)  (661,750)
Net Loss per Limited
  Partner Unit      (65.62)   (144.84)    (225.07)   (382.23)   (367.64)
Total Assets     2,875,140  3,357,454   3,592,621  3,941,564  4,763,775 
Note Payable     3,454,300  3,454,300   3,454,300  3,454,300  3,454,300 
  to Affiliate
Interest       $ 1,126,627  1,526,399   1,486,171  1,410,944  1,574,716 
  Payable to Affiliate

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

Results of Operations

Sales

     The Registrant sold 39, 38, and 43 lots in 1996, 1995, and 1994,
respectively, on the Hendersonville property to Phillips Builders under the
terms of the exclusive option contract negotiated in 1991.  Gross sales
proceeds were $992,000, $770,610, and $763,000 in 1996, 1995, and 1994,
respectively.  Of the lots sold in 1996, three of the 39 were lake front lots
which sold for significantly higher prices and carried a higher applicable
principal balance.  The Registrant also sold 2.5, 3.86 and 1.63 acres in
1996, 1995 and 1994, respectively, of the Nashville property for gross
proceeds of $188,250, $154,400 and $47,500, respectively.  From the proceeds
of all sales, $750,000, $310,000, and $275,000 in 1996, 1995, and 1994,
respectively, was paid to the Lender in interest and the remainder was
retained for operations and development.  The Applicable Principal Balance
assigned to 1996, 1995 and 1994 sales is $314,855, $316,860, and $287,438,
respectively.  The cumulative Applicable Principal Balance as of December
1996 is $1,562,428 and is payable from future sales after all accrued
interest is paid.

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 increase in land maintenance costs in 1996 relates to extensive
landscaping.  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, 1996 the Registrant has cash and cash equivalents of
$401,021, of which $258,676 is restricted for future development, leaving an
operating cash balance of approximately $142,345.  This cash is expected to
be sufficient to cover operating expenses and the infrastructure development
currently underway.  The Registrant has reserved cash of $53,500 to pay
impact fees to the City of Hendersonville in the amount of $250 per lot sold.
The impact fees will be used to improve Rockland Road.  The fees will be paid
to the city when the design work on the road begins.

     During 1996, the Registrant completed Phase IV and V development plans
for the Hendersonville Property.  Phase IV cost approximately $300,000 and
opened up an additional 31 lots.  Phase V cost approximately $300,000 and
opened up an additional 45 lots.  All Phase IV lots sold in 1996 and 24 lots
remain in Phase V.

     Due to the nature of the Lender Financing, no interest or principal
payments are due until the Properties, or portions thereof, are sold and cash
is available, or December 31, 1997, whichever is earlier.  With the loan due
date approaching at year end, the General Partner plans to negotiate an
extension of the loan term.  The General Partner does not expect the
Registrant to have the liquidity to retire the debt in full on December 31,
1997.  Because the Registrant and the Lender share the same general partner,
it may be necessary to appoint an independent party to represent the general
partner for the Registrant, the Lender or both during the loan negotiations. 
However, if the loan term is not extended, the lack of payment would
constitute a default on the loan agreement.  In such an event the Lender is
required to foreclose the loan.  Currently, the Partnership has not
foreclosed or accelerated the amounts due under the loan agreement.   

     Accrued interest payable relating to the Lender Financing was
approximately $1.1 million at December 31, 1996.  The Registrant made
payments totalling $750,000 on the Accrued interest from 1996 sale proceeds. 
The cumulative Applicable Principal Balance unpaid as of December 31, 1996,
is $1,562,428 and is payable from future sale proceeds, after all accrued
interest is paid.

     The Registrant has retained a portion of the sale proceeds for
development of future phases and operations of the properties and did not use
all sale proceeds to reduce accrued interest and applicable principal.  The
Registrant's and Lender's joint general partner believes that this use of
sale proceeds was contemplated by the loan agreement.  However, the loan
agreement is ambiguous on this point; therefore, this treatment could
constitute a default on the loan agreement.  In such an event the partnership
is required to foreclose the loan and accelerate the amounts due.  Currently,
the Partnership has not foreclosed or accelerated the amounts due under the
loan agreement.

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" on January 1, 1996.  This
Statement 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.  Impairment is recognized through the establishment of an
allowance for impairment with a corresponding charge to operations.  Based
upon management's analysis of discounted future net cash flows, the
Partnership's land and improvements held for investment does not meet the
definitions of impairment under SFAS No. 121.  Accordingly, land held for
investment is recorded at cost with no allowance for impairment necessary. 
The adoption of SFAS No. 121 did not have an impact on the Partnership's
financial position, results of operations, or liquidity.

Item 8.  Financial Statements and Supplementary Data

     The Financial Statements required by Item 8 are filed at the end of this
report.

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 66, 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 44, 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 37, 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 1996, 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 1996, 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 and accrued interest payable of $1,126,627
was recorded on such obligation as of December 31, 1996.
<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' Deficit                F-4
             Statements of Cash Flows                       F-5
             Notes to Financial Statements                  F-6

          (2)  Financial Statement Schedules

          Additional financial information furnished
          pursuant to the requirements of Form 10-K:

          Financial Statement Schedule -

          Independent Auditors' Report                      S-1

          Schedule III - Real Estate and Accumulated
             Depreciation                                   S-2

     All other Schedules have been omitted because they are inapplicable, not
required or the information is included in the Financial Statements or notes
thereto.
  <PAGE>
          (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
          1996.
<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 27, 1997                      By:/s/Steven D. Ezell
                                           President and Director

DATE:  March 27, 1997                      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 27, 1997                      By:/s/Steven D. Ezell
                                           President and Director

DATE:  March 27, 1997                      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, 1996 and 1995, and the related
statements of operations, partners' deficit, and cash flows for each of the
years in the three-year period ended December 31, 1996.  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, 1996 and 1995, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1996,
in conformity with generally accepted accounting principles.

As discussed in Note 1, 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"
on January 1, 1996.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern.  As discussed in Note 8 to the
financial statements, the Partnership has suffered recurring losses from
operations, resulting in a net capital deficiency, and a note due in full on
December 31, 1997 which the Partnership will be unable to repay, that raise
substantial doubt about the Partnership's ability to continue as a going
concern.  Management's plans in regard to these matters are also described in
Note 8.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                        KPMG Peat Marwick LLP

Nashville, Tennessee
January 20, 1997

                                    F-1
<PAGE>

                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                              Balance Sheets

                        December 31, 1996 and 1995

           Assets                           1996          1995

Cash and cash equivalents (note 5)       $ 142,345       259,074
Restricted cash (note 2)                   258,676       336,112
Land and improvements held for
     investment (notes 4 and 5)          2,473,839     2,740,975
Other assets                                   280        21,293

        Total assets                  $  2,875,140     3,357,454

Liabilities and Partners' Deficit
Liabilities:
Note payable to affiliate (note 5)    $  3,454,300     3,454,300
Accrued interest payable to
     affiliate (note 5)                  1,126,627     1,526,399
Accrued property taxes                      10,635         9,855
Other accrued expenses                      81,902        47,100

        Total liabilities                4,673,464     5,037,654

Partners' deficit:                                 

Limited partners (1,800 units
  outstanding)                         (1,798,424)   (1,680,300)
General partner                               100           100 

        Total partners' deficit        (1,798,324)   (1,680,200)
Commitments and contingencies
     (notes 5, 6, and 8)
        
        Total liabilities
        and partners' deficit        $  2,875,140     3,357,454 






See accompanying notes to financial statements.




                                    F-2
<PAGE>

                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                         Statements of Operations

               Years ended December 31, 1996, 1995, and 1994

                                  1996        1995        1994

Revenues:
   Sales of land
     and improvements        $1,180,250     925,010     810,500 
   Cost of land and 
      improvements sold        (774,505)   (707,893)   (743,616)
   Selling expenses (note 3)    (81,660)    (64,648)    (54,083)

      Income on sales of
        land and improvements
        held for investment     324,085     152,469      12,801 

   Interest income               31,331      24,238      15,419 
   Miscellaneous income             -           -            22 


       Total revenues           355,416     176,707      28,242 

Expenses:
   Program management
       fee (note 3)               3,000       3,000       3,000 
   Legal and accounting
       (note 3)                  13,782      12,925      11,682 
   General and administrative     8,270       8,381       6,753 
   Property taxes                35,058      39,683      35,623 
   Land maintenance fees         63,202      23,199      26,090 
   Interest (notes 3 and 5)     350,228     350,228     350,227 
   
       Total expenses           473,540     437,416     433,375 

       Net loss              $ (118,124)   (260,709)   (405,133)

Net loss allocated to:
     Limited partners        $ (118,124)   (260,709)   (405,133)
     General partner         $   -              -           -   

Net loss per limited
  partner unit               $   (65.62)    (144.84)    (225.07)

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' Deficit

               Years ended December 31, 1996, 1995, and 1994

                         Limited           General
                        partners           partner       Total
                      Units     Amount

Balance at
  December 31, 1993  1,800 $ (1,014,458)      100  (1,014,358)

Net loss               -       (405,133)       -     (405,133)
                   -------      --------  --------    --------
Balance at
  December 31, 1994  1,800   (1,419,591)      100  (1,419,491)

Net loss               -       (260,709)        -    (260,709)
                   -------      --------  --------   ---------
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)


















See accompanying notes to financial statements.





                                    F-4
<PAGE>
                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                         Statements of Cash Flows

               Years ended December 31, 1996, 1995, and 1994

                                    1996       1995       1994
                                    ____       ____       ____
Cash flows from operating
 activities:
  Net loss                   $  (118,124)    (260,709)  (405,133)
  Adjustments to reconcile net
    loss to net cash (used)
    provided by operating
    activities:
       Cost of land and 
         improvements sold        774,505     707,893    743,616
       Cost of land
         improvements            (507,369)   (244,042)  (400,576)
       Decrease (increase)
         in restricted cash        77,436     (81,261)  (254,851)
       Decrease (increase)
         other assets              21,013     (20,828)      (192)
       (Decrease) increase
         in accrued interest
         payable to affiliate    (399,772)      40,228     75,227
       Increase (decrease)
         in accrued property taxes    780     (25,586)    (1,862)
       Increase (decrease)
         in other accrued expenses 34,802       10,900   (17,175)
                                  -------      -------   --------
         Net cash provided by
            (used in) operating
            activities           (116,729)    126,595   (260,946)
         Net change in cash and 
            cash equivalents     (116,729)    126,595   (260,946)

Cash and cash equivalents
    at beginning of year          259,074     132,479     393,425
Cash and cash equivalents
    at end of year             $  142,345     259,074    132,479

Supplemental Disclosures of
    Cash Flow Information:

Cash paid during the year
    for interest               $  750,000     310,000    275,000

See accompanying notes to financial statements.
                                    F-5
<PAGE>
                      HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

                   December 31, 1996 and 1995

(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. 
       These estimates include the determination of the estimated
       fair value of the land held for investment in accordance
       with the provisions of Statement of Financial Accounting
       Standards (SFAS) No. 121.  Actual results could differ from
       those estimates.

       (c)  Cash and Cash Equivalents

       The Partnership considers all short-term investments with
       original maturities of three months or less at the time of
       purchase to be cash equivalents.  At December 31, 1996 and
       1995, the management of the Partnership has reserved cash
       balances of $53,500 and $43,750, 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 is recorded at cost and includes two tracts of
       undeveloped land representing approximately 235 and 237 
       acres at December 31, 1996 and 1995, respectively.  Of these
       amounts, management believes that 208 and 210 acres are
       sellable at December 31, 1996 and 1995, respectively.  In
       addition, the Partnership owns one tract of land developed
       into residential lots with 24 and 63 lots remaining at
       December 31, 1996 and 1995, respectively.  Land costs
       include amounts to acquire and hold land, including interest
       and property taxes during the development period.  Costs to
       hold land, including interest and property taxes are charged
       to expense once development is substantially complete.
                               F-6
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

                   December 31, 1996 and 1995

(1)    Summary of Significant Accounting Policies (continued)

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

       The Partnership adopted the provisions of SFAS NO. 121,
       "Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to be Disposed Of" on January 1, 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.  Based upon
       management's analysis of discounted future net cash flows,
       the Partnership's land and improvements held for investment
       does not meet definitions of impairment under SFAS No. 121. 
       Accordingly, land held for investment is recorded at cost
       with no allowance for impairment necessary.  The adoption of
       SFAS No. 121 did not have an impact on the Partnership's
       financial position, result of operations, or liquidity.

       (e)  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 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.
                              F-7
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies (continued)

       (f)  Income Taxes

       No provision has or will be 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 the
       valuation of land and improvements held for investment.  For
       income tax purposes certain costs were capitalized as
       additional land improvement costs.

       (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:

       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 
                                F-8
<PAGE>

                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies (continued)

       an amount equal to their adjusted capital contributions,
       and then 73% to the limited partners and 27% to the 
       general partner.

       (h)  Reclassifications

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

(2)    Restricted Cash

       At December 31, 1996 and 1995, the Partnership has
       restricted cash balances of $258,676 and $336,112,
       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 1996, 1995, and 1994 are as follows:

                                      1996      1995      1994

       Accounting fees            $  2,100       1,500     1,500
       Program management fee        3,000       3,000     3,000
       Engineering fees             24,765         -         -  
       Real estate commissions      37,290      23,694    24,315
       Interest expense          $ 350,228     350,228   350,227

(4)    Land and Improvements Held for Investment

       The components of land and improvements held for investment
       at December 31, are as follows:
                                  1996           1995

       Land                   $1,538,626      1,955,823
       Land Improvements         935,213        785,152
                               ---------     ----------
                              $2,473,839      2,740,975

       The aggregate cost of land and improvements held for
       investment for Federal income tax purposes was $ 3,378,273
       and $ 3,487,713 at December 31, 1996 and 1995, respectively.

                                F-9
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements        

(5)    Note Payable to Affiliate

       The note payable to affiliate represents a $3,454,300 long-
       term note payable to Hickory Lenders, Ltd. (the Lender), an
       affiliate sharing the same General Partner.  The note
       accrues 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 is 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.  Interest and
       principal payments become due upon the sale of the
       collateral or any portion thereof to the extent cash is
       available, but no later than December 31, 1997.

       During 1996 and prior years, the Partnership retained
       portions of the net proceeds from sales without paying the
       applicable principal balance or accrued interest to the
       Lender.  The cumulative principal balance currently payable
       to the Lender is $1,562,428 and 1,247,573 and $930,713 at
       December 31, 1996 and 1995, respectively.  The General
       Partner believes that retaining sales proceeds for
       development and distributing only net available cash to the
       Lender was contemplated by the note agreement.  However, the
       note agreement does no explicitly authorize the retention of
       these funds; therefore, this treatment could constitute a
       default on the note agreement.  In such an event the Lender
       is required to foreclose the loan and accelerate the amounts
       due or foreclose upon the note.  To date, the Lender has not
       foreclosed or accelerated the amounts due under the loan
       agreement.

(6)    Commitments

       The Partnership has granted an exclusive option to a home
       builder to purchase all remaining lots in the Harbortowne
       Subdivision in accordance with a specified takedown and
       pricing schedule.  The per lot price will increase to
       $23,500, and will increase $2,000 annually thereafter.

                              F-10
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements        

(7)    Fair Value of Financial Instruments

       At December 31, 1996 and 1995, the carrying amounts of cash
       and cash equivalents, restricted cash, and accrued
       liabilities approximate their fair values because of the
       short maturity of those financial instruments.

       The determination of the estimated fair values of the note
       payable and the related accrued interest payable was not
       practicable as the note agreement does not provide for a
       predictable cash payment stream.

(8)  Going Concern

       The accompanying financial statements have been prepared
       assuming that the Partnership will continue as a going
       concern.  The Partnership has a note due on December 31,
       1997 and the General Partner does not expect the Partnership
       to have the liquidity to retire the debt in full.  The
       General Partner plans to negotiate an extension of the loan
       term.  If an extension is not received and the Partnership
       does not repay the Note, the Lender could foreclose and take
       the Property.  The Partnership would then be dissolved.  

       This uncertainty raises substantial doubt about its ability
       to continue as a going concern.  The financial statements do
       not include any adjustments that might result from the
       outcome of this uncertainty.

                                   F-11

<PAGE>
                  Independent Auditors' Report

The Partners
Hickory Hills, Ltd.:

Under date of January 20, 1997, we reported on the balance sheets
of Hickory Hills, Ltd. as of December 31, 1996 and 1995, and the
related statements of operations, partners' deficit, and cash flows
for each of the years in the three-year period ended December 31,
1996.  These financial statements and our report thereon are
included elsewhere herein.  In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement schedule as listed in the accompanying
index.  This financial statement schedule is the responsibility of
the Partnership's management.  Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.

As discussed in Note 1, 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" on January 1, 1996.

The accompanying financial statements have been prepared assuming 
that the Partnership will continue as a going concern.  As discussed
in Note 8 to the financial statements, the Partnership has suffered 
recurring losses from operations, resulting in a net capital deficiency, 
and a note due in full on December 31, 1997 which the Partnership will be
unable to repay, that raise substantial doubt about the Partnership's 
ability to continue as a going concern.  Management's plans in regard to 
these matters are also described in Note 8.  The financial statements do 
not include any adjustments that might result from the outcome of this 
uncertainty.     


                                         KPMG Peat Marwick LLP

Nashville, Tennessee
January 20, 1997

                               S-1
<PAGE>
<TABLE>
                                                         HICKORY HILLS, LTD.
                                                       (A Limited Partnership)

                                                            Schedule III
                                                                  

                                              Real Estate and Accumulated Depreciation
<CAPTION>                                                 December 31, 1996

                             Initial Cost to      Cost capitalized      Gross amount at
                                Partnership          subsequent          which carried
                                                   to acquisition     at close of period


Description         Encum-     Land    Building  Improve-  Carrying    Land    Building    Total    Accumu-     Date of  Date
                    brances          and improve- ments     costs            and improve-          lated de-   construc-acquired
                                        ments                                   ments             preciation    tion       
<S>-----------     <C>------  <C>---- <C>--------<C>--------<C>--------<C>----<C>--------<C>----- <C>-------  <C>-------<C>----
24 residential
lots in 
Sumner Co., TN   $3,454,300   $1,134,701    -   3,076,970   428,724    121,250   395,255   516,505      -       5/89-     9/87
                                                                                                                12/96
235 acres of 
land in 
Davidson Co., TN       same   $2,181,680    -      82,189    52,221  1,898,321    59,013 1,957,334      -        6/95    11/87

Total            $3,454,300   $3,316,381    -   3,159,159   480,945  2,019,571   454,268 2,473,839      -           -        -




*Certain amounts have been reclassified to conform with current year presentation.
/TABLE
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                           Schedule III

            Real Estate and Accumulated Depreciation

                               1996          1995         1994

(1) Balance at beginning     $ 2,740,975  3,204,826    3,547,866
     of Period
 Additions during period:
     Improvements                507,369    244,042      400,576
                                 _______    _______     ________
                                 507,369    244,042      400,576

 Deductions during period:
     Cost of real estate sold    774,505    707,893      743,616
                                 _______    _______     ________
                                 774,505    707,893      743,616

 Balance at end of period    $ 2,473,839   2,740,975    3,204,826

(2) Aggregate cost for
 Federal income tax purposes $ 3,378,273   3,487,713    3,808,688

See accompanying independent auditors' report.

                               S-2
<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