<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 LENDERS, LTD.
(exact name of Registrant as specified in its charter)

                Tennessee                    62-1336905
(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:

                                            Name of each
           Title of Each Class      exchange on which registered

                  None                          None

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

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for at least the past 90 days.
                                              YES X NO<PAGE>
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                                 [X]
     The aggregate sales price of the Units of Limited Partnership
Interest to nonaffiliates was $4,200,000 as of February 28, 1999. 
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the Public. 
There is no current market for these Units.  

               DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated April 3, 1989, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
<PAGE>
                             PART I

Item 1.  Business

     Hickory Lenders, 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.

     Prior to December 31, 1998, Registrant's primary business was
to lend monies to Hickory Hills, Ltd. which owned and operated two
real estate projects. On December 31, 1998, the Registrant began
the process of foreclosing on the debt to Hickory Hills, Ltd. after 
the note matured and payment was not made, and the general partner
determined that the value of the underlying collateral could not
result in full payment of the debt and accrued interest.  Due to
the impending foreclosure, the Registrant's Financial Statements
included herein, as of December 31, 1998, reflect the transfer of
property to the Lender.

     Prior to December 31, 1998, the Registrant's investment
objectives were preservation of capital and capital appreciation
through lending with a participating interest to partnerships
investing in real estate or owning real estate which will
appreciate through the passage of time, growth in the surrounding
areas and the development of the Properties prior to resale.  After
December 31, 1998, the 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. The Registrant
intends to market the property in a manner that would result in
sales without incurring potential losses.

Narrative Description of Business

     The Registrant issued a $3,454,300 participating mortgage note
(the "Lender Financing") in 1988, which  matured on December 31,
1998, to Hickory Hills, Ltd. (the "Borrower"), an affiliated
Partnership sharing the same General Partner. The Proceeds of the
Lender Financing were used by the Borrower, together with the
Borrower's equity funds, to acquire the Properties and fund
reserves.  The Lender Financing entitled the registrant to receive
a priority return of interest and principal and a 55% profit
participation upon the sale of the properties.  On December 31,
1998, the registrant began foreclosure proceedings on the debt to
Hickory Hills, Ltd. after the note matured and payment was not
made, and the general partner determined that the value of the
underlying collateral could not result in full payment of the debt
and accrued interest. Due to the impending foreclosure, the
Registrant's Financial Statements included herein, as of December
31, 1998, reflect the transfer of property to the Lender.
   
     As of December 31, 1998, the Properties that secured the
Lender Financing consisted of approximately 158 acres in Nashville,
Davidson County, Tennessee and a residential subdivision in
Hendersonville, Sumner County, Tennessee on Old Hickory Lake with
243 lots of which 5 lots remain unsold.  The Nashville property was
purchased partially developed.  During 1998 and 1997, the
Borrower did certain site work required by sales and made a
contribution to the city towards the future improvements of Old
Hickory Boulevard.  The land is expected to be sold for use as
industrial/office distribution and residential property.  Extensive
infrastructure development has been completed on the Hendersonville
property.

Nashville Property

     There is a significant amount of competition for the
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 a limited amount of competition surrounding
the Harbortowne Development.  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 yards,
gas heat, and other amenities such as a swimming pool, tennis
courts, and clubhouse.  There are several developments in
Hendersonville and Nashville which serve as competition for these
lots.

     The Registrant has no employees.  Mortgage services are being
provided under a contractual agreement with Landmark Realty
Services Corporation, an affiliate of the General Partner.

Item 2.  Properties
     
     As of December 31, 1998, Registrant owned two parcels of land
in Tennessee, composed of 158 acres in Nashville and five
residential lots in Hendersonville.  See Item 1 above for a 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 other than the
impending foreclosure on collateral securing note from Borrower.

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.
<PAGE>
                             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 4,200
Units of Limited Partnership Interest at $1,000 per Unit.  The
offering of $4,200,000 was fully subscribed and closed on August
31, 1988.  As of February 28, 1999, there were 372 holders of
record of the Units of Limited Partnership Interests.

     Distributions of $630,000 were made to unit holders during
1998.  There were no material restrictions upon Registrant's
present or future ability to make distributions following the
provisions of Registrant's Limited Partnership Agreement.

Item 6.  Selected Financial Data
<TABLE>
                       For the Year Ended
<CAPTION>                 December 31,
                  1998      1997       1996       1995      1994
     <S>           <C>      <C>        <C>         <C>       <C>  

Interest 
  income      $   5,067     5,269      4,449     4,061      5,747 
Net loss        (19,090)  (35,478)   (35,323)  (34,068)   (33,134) 
Net loss per limited
  partner unit    (6.03)   (10.06)    (9.62)     (8.62)     (7.89) 
Distributions per
  limited partner
  unit              150       160       120         50         80
Total assets  1,501,015 2,156,342 2,870,608  3,415,022  3,661,211
Note receivable
  affiliate           - 1,833,601 2,478,601  3,228,601  3,454,300 
Interest receivable
  affiliate           -         -         -          -     84,301 
</TABLE>

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

     Due to the nature of the Registrant, the majority of its
activity prior to the foreclosure was the result of transactions
with Hickory Hills, Ltd., the Borrower.

Sales
     
     The Borrower 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 underlying note
payable to the Registrant.  The Borrower 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 registrant in interest and the remainder was retained for
operations and development.
     
Operations

     Other than the foreclosure on the Lender Financing on December
31, 1998, there was been little change in the operations of the
registrant.  Future operations of the Registrant will include
management and sales of the Property similar to the activity in
Hickory Hills, Ltd.  Debt acquisition costs were fully amortized in
1997.

Financial Condition and Liquidity

     At February 28, 1999, the Registrant had $40,264 in cash to
meet its 1999 operating expenses. This cash is not expected to be
sufficient to cover operating expenses for 1999.  In the event that
the Partnership has short-term cash deficiency, the General Partner
can defer the collection of fees for certain related party expenses
or grant interest free loans from related parties until cash
becomes available.   

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.

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 the
Registrant's business.

222 Partners, Inc.

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

W. Gerald Ezell

     W. Gerald Ezell, age 68, is a director 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
     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

     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.

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

     As of February 28, 1999 no person or "group" (as that term is
used in Section 3 (d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.  As of the above date, the
Registrant knew of no officers or directors of 222 Partners, Inc.
that beneficially owned any of the units of the Registrant.  There
are no arrangements known by the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the
Registrant.

Item 13.  Certain Relationships and Related Transactions

     No affiliated entities have, for the year ending December 31,
1998, earned compensation for services from the Registrant in
excess of $60,000.  For a listing of miscellaneous transactions
with affiliates which were less than $60,000, refer to Note 2 of
the notes to Financial Statements in Item 8.

     The Registrant loaned $3,454,300 to Hickory Hills, Ltd., an
affiliated partnership, in 1988.  The Registrant received $375,000,
$645,000, and $750,000 on the Lender Financing in 1998, 1997 and
1996, respectively.  The note was due on December 31, 1998 and the
Registrant began the foreclosure process at that time.  Due to the
impending foreclosure, the Registrant's Financial Statements
included herein, reflect the foreclosure as having taken place on
December 31, 1998.

                             PART IV

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

     (a)  (1)  Financial Statements                    
                                                       Page
                                                       Number
          Independent Auditors' Report                 F-1
          Financial Statements
               Balance Sheets                          F-2
               Statements of Operations                F-3
               Statements of Partners' Equity          F-4
               Statements of Cash Flows                F-5
               Notes 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
          A1 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 the
          Registrant, incorporated by reference to Exhibit 10.1 of
          the Registrant's Form S-18 Registration Statement as
          Filed on October 23, 1987.

     10B  Deed of Trust and Security Agreement by and among Hickory
          Hills,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>
                  Independent Auditors' Report

The Partners
Hickory Lenders, Ltd.:

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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hickory
Lenders, 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.




                                               KPMG LLP

Nashville, Tennessee
January 22, 1999

                               F-1
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                         Balance Sheets

                   December 31, 1998 and 1997

                Assets                      1998        1997

Cash                                   $  192,414      322,741    
     
Note receivable from affiliate(note 4)          -    1,833,601
Land and Improvements held for
investment (note 3)                     1,308,601            -
     
           Total Assets                $1,501,015    2,156,342   

           Partners' Equity

Limited Partners (4,200 units
  outstanding)                         $1,501,015    2,156,342    
General Partner                              -            -      

Commitments and contingencies
   (note 2) 

    Total partners' equity             $1,501,015    2,156,342   
















See accompanying notes to financial statements.




                               F-2
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                    Statements of Operations

          Years ended December 31, 1998, 1997 and 1996

                                    1998        1997       1996
Revenue:
Interest income               $     5,067      5,269       4,449  
          
Expenses:
  Mortgage service fee (note 2)     7,000      7,000       7,000  
  Legal and accounting fees
        (note 2)                   15,272     11,972      13,067  
  General and administrative        1,885      3,856       1,785  
  Amortization                          -     17,919      17,920  
      
        Total expenses             24,157     40,747      39,772  
       
        Net loss              $   (19,090)   (35,478)    (35,323) 
   
Net loss allocated to:
  Limited partners            $   (25,327)   (42,266)    (40,414) 
  General partner                   6,237      6,788       5,091  
       
Net loss per 
  limited partner unit        $     (6.03)    (10.06)      (9.62) 
       
Weighted average units
  outstanding                       4,200      4,200       4,200  
    










See accompanying notes to financial statements.



                               F-3
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                 Statements of Partners' Equity

          Years ended December 31, 1998, 1997 and 1996

                             Limited         General
                            partners         partner       Total
                       Units     Amounts                          
   
Balance at
 
  December 31, 1995    4,200  $3,415,022          -    3,415,022 

     Net loss            -       (40,414)      5,091     (35,323)

     Distributions to
      partners (note 5)  -      (504,000)     (5,091)   (509,091)

Balance at
  December 31, 1996    4,200   2,870,608          -    2,870,608 

     Net loss            -       (42,266)      6,788     (35,478) 
   

     Distributions to    -      (672,000)     (6,788)   (678,788)
      partners(note 5)
                         
Balance at
  December 31, 1997    4,200   2,156,342          -    2,156,342 

     Net loss            -       (25,327)      6,237     (19,090)

     Distributions to
      partners (note 5)  -      (630,000)     (6,237)   (636,237)

 Balance at
   December 31, 1998   4,200  $1,501,015          -    1,501,015


See accompanying notes to financial statements.

                               F-4
<PAGE>
                      HICKORY LENDERS, 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 loss                       $ (19,090)    (35,478)   (35,323)  
     Adjustments to reconcile
     net loss to net cash 
     used in operating activities:
       Amortization                    -      17,919     17,920   
               
Net cash used in operating
     activities                  (19,090)    (17,559)   (17,403)  

Cash flows from financing activities:

     Distributions to partners  (636,237)   (678,788)  (509,091)  
     Payments received on note
       receivable applied to
       principal                 525,000     645,000    750,000   

Net cash (used in) provided by
  financing activities          (111,237)    (33,788)   240,909   
  
Net (decrease) increase in 
  cash                          (130,327)    (51,347)   223,506   
   
Cash at beginning of year        322,741     374,088    150,582   
     
Cash at end of year          $   192,414     322,741    374,088   
     

Supplemental disclosure of cash flows information:
     Cash paid during the year
       for state income taxes   $      -       2,968      1,121   
Supplemental disclosure of non-cash transactions:
     Land and improvements received 
       as settlement of note         
       receivable from affiliate 1,308,601      -           -

See accompanying notes to financial statements.
                               F-5<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements
                   December 31, 1998 and 1997

(1)    Summary of Significant Accounting Policies

  (a)  Organization

       Hickory Lenders, Ltd. (the Partnership), a Tennessee limited
       partnership, was organized on September 15, 1987, to lend
       amounts to corporations, partnerships and other entities
       engaged primarily in the business of owning and operating
       real estate.  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 

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

  (d)  Land and Improvements Held for Investment

       Land is recorded at the value of the outstanding principal
       and accrued interest outstanding at December 31, 1998, and
       includes two tracts of undeveloped land representing
       approximately 158 acres as of December 31, 1998.  In
       addition, the Partnership owns one tract of land developed
       into residential lots with 5 lots remaining at December 31,
       1998.  The land and improvements were recorded at their fair
       value on December 31, 1998, the date the property was
       obtained upon foreclosure of the note receivable.
       The Partnership adheres to the provisions of SFAS NO. 121,
       "Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to be Disposed Of."  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.  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.  
                               F-6<PAGE>
                         HICKORY LENDERS
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)    Summary of Significant Accounting Policies

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

       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 at December 31, 1998.  

  (e)  Deferred Loan Costs

       Deferred loan costs were amortized by the straight-line
       method over the ten year term of the note receivable from
       the affiliate.

  (f)  Income Taxes

       No provision has been made for Federal income taxes
       since such taxes are the personal responsibility of the
       partners.  The Partnership is subject to a six percent state
       tax on certain interest income.

       Annually, the partners receive from the Partnership, IRS
       Form K-1's, which provide 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 recognition of interest income. 
       For income tax purposes, the note receivable is still
       outstanding and the principal balance accrues interest at a
       compounded interest rate of 7.2% per annum.  This results in
       no book basis for the note receivable and interest
       receivable at December 31, 1998 compared to a tax basis of
       $3,454,300 and $596,718, respectively.











                               F-7
<PAGE>
                         HICKORY LENDERS
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)    Summary of Significant Accounting Policies(continued)

  (g)  Partnership Allocations

       Net profits, losses and distributions of cash flow of the
       Partnership are allocated to the partners in accordance with
       the Partnership agreement as follows:

       Partnership 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 had
       distributed cash flow, in proportion to the negative capital
       balance account of all partners until no partner's capital
       account is negative.  Net profit allocations are then made
       to the limited partners up to the difference between their
       capital account balances and the sum of their adjusted
       capital contributions (capital balance, net of cumulative 
       cash distributions in excess of preferred returns - 12%
       annual cumulative return on capital contributed).  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 $2,680,348 and     
       $2,806,348 at December 31, 1998 and 1997, respectively.   




                               F-8
<PAGE>
                         HICKORY LENDERS
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)    Summary of Significant Accounting Policies(continued)
       
  (h) 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 loss for each of the years was
       the same as net loss. 
                               
(2)    Related Party Transactions

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

       Mortgage service fee       $  7,000    7,000      7,000    
       Accounting fees               2,522    1,850      2,100    

(3)  Land and Improvements Held for Investment

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

              Land                     $  631,322
              Land Improvements           677,279
                                         --------
                                       $1,308,601

       The aggregate cost of land and improvements held for
       investment for Federal Income Tax purposes was $ 0 at
       December 31, 1998.
                               F-9<PAGE>
                         HICKORY LENDERS
                     (A Limited Partnership)
                  Notes to Financial Statements

(4)  Note Receivable From Affiliate

       The note receivable at December 31, 1997 from affiliate
       represents a $3,454,300 note  receivable from  Hickory
       Hills,  Ltd., an affiliate sharing the same General Partner. 
       This note receivable accrued simple interest at 10% per
       annum 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 debtor's land and
       improvements held for investment in Davidson County and
       Sumner County, Tennessee and by a security interest in any
       cash reserves or investment securities held by the debtor.
       Unpaid accrued interest and principal payments become due
       upon the sale of the property or any portion thereof to the
       extent cash is available, but no later than December 31,
       1998. The note became due on December 31, 1998 and the
       Partnership began foreclosure proceedings.

       Prior to December 31, 1998, the Partnership had determined
       that the note receivable from the affiliate was impaired and
       the note had been on a nonaccrual status.  At December 31,
       1998 and 1997,interest that was not accrued amounted to
       $1,126,627. The average recorded investment in the impaired
       note receivable during 1997 was $2,156,101. The Partnership
       did not recognize interest income on the note receivable in
       any of the years in the three year period ending December
       31, 1998, due to the lack of principal reductions and
       continued net losses by the Borrower.    

(5)  Distributions

       For the years ended December 31, 1998, 1997 and 1996, the
       Partnership made distributions to its partners totaling
       $636,237,  $678,788 and $509,091, respectively.  Of these
       amounts, 99% was allocated to the limited partners ($150 per
       unit, $160 per unit,   and $120 per unit, respectively) and
       1% was allocated to the general partner.

(6)  Fair Value of Financial Instruments

       At December 31, 1998 and 1997, the carrying amount of cash
       approximates fair value because of the short maturity of
       this financial instrument.

                           F-10
<PAGE>
                  Independent Auditors' Report

The Partners of 
Hickory Lenders, Ltd.:

Under date of January 22, 1999, we reported on the balance sheets
of Hickory Lenders, Ltd. as of December 31, 1998 and 1997, and the
related statements of operations, partners'equity, and cash
flows for each of the years in the three-year period ended December
31,1998.  These financial statements 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.

 


                                         KPMG LLP

Nashville, Tennessee
January 22, 1999

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

                                                            Schedule III
                                                                  

                                              Real Estate and Accumulated Depreciation*
<CAPTION>                                                 December 31, 1998

                             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>----
5 residential lots in
Sumner Co., TN         -        65,430       -         -         -        65,430      -       65,430    -           none    12/98*

158 acres of land in
Davidson Co., TN       -     1,243,171       -         -         -     1,243,171      -    1,243,171    -           none    12/98*

Total                  -     1,308,601       -         -         -     1,308,601      -    1,308,601    -                         

Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated 
depreciation and depreciable lives are non applicable.

*As the Note holder is currently in default on the loan and the foreclosure process has begun, 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 Registrant in settlement of borrowings.

/TABLE
<PAGE>
                       HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                           Schedule III

            Real Estate and Accumulated Depreciation

                                1998         

(1) Balance at beginning     $  - 0 -       
     of Period
 Additions during period:
     Improvements            

Properties effectively transferred
in settlement of borrowings  1,308,601

Deductions during period:

   none                         - 0 -

Balance at end of period    $1,308,601        

(2) Aggregate cost for
 Federal income tax purposes $   -0-         

See accompanying independent auditors' report.

                               S-2
<PAGE>
                      HICKORY LENDERS, LTD.
                (A Tennessee Limited Partnership)

                          Exhibit Index

Exhibit
     
     3    Amended and Restated Certificate and Agreement of Limited
          Partnership, incorporated by reference to Exhibit A1 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
          Hills, Ltd. and the Registrant, incorporated by reference
          to Exhibit 10.1 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  


<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 LENDERS, 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 LENDERS, 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.