<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 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, 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.  

               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.

     Registrant's primary business is to lend monies to Hickory
Hills, Ltd. which owns and operates two real estate projects. 
Registrant's investment objectives are preservation of capital and
capital appreciation through lending with a participating interest
to partnerships investing in real estate which will appreciate
through the passage of time, growth in the surrounding areas and
the development of the Properties prior to resale.

Narrative Description of Business

     The Registrant issued a $3,454,300 participating mortgage note
(the "Lender Financing") in 1988, maturing on December 31, 1997, 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 entitles the registrant to receive a priority
return of interest and principal and a 55% profit participation
upon the sale of the properties.  The Registrant continues its
policy begun in 1991 of not recognizing interest income for
financial reporting purposes on the Lender Financing.  This policy
was adopted because there had not been any payments made on the
Lender Financing since its inception and there has been no
independent verification of the value of land held as collateral. 
Interest income of approximately $350,000 a year will be recognized
for tax and loan payment purposes.

     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 Borrower to have the liquidity
to retire the debt in full on December 31, 1997.  Because the
Borrower and the Registrant share the same general partner, it may
be necessary to appoint an independent party to represent the
general partner for the Registrant, the Borrower 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 Registrant is required to foreclose the loan. 
Currently, the Registrant has not foreclosed or accelerated the
amounts due under the loan agreement.
   
     As of December 31, 1996, the Properties securing the Lender
Financing consisted of approximately 235 acres in Nashville,
Davidson County, Tennessee (208 of which is considered to be
saleable) and a residential subdivision in Hendersonville, Sumner
County, Tennessee on Old Hickory Lake with 243 lots of which 24
lots remain unsold.  The Nashville property was purchased partially
developed.  During 1996 and 1995, the Registrant 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.

Competition

     The Registrant has no competition because it is under
agreement with the Borrower to lend all proceeds raised, less
operating reserves, to the Borrower.  A discussion of the
competition surrounding the Properties securing the Lender
Financing follows:

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
Borrower's site should experience more activity.  The Borrower's
prices are comparable to its competition.

Hendersonville Property

     There is currently a limited amount of competition surrounding
the Harbortowne Development.  The Registrant has an exclusive
contract with Phillips Builders, Inc. to 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 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
     
     The Registrant does not own any property, nor does it intend
to own any property in the future.

Item 3.  Legal Proceedings

     Registrant is not a party to 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.
<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, 1997, there were 366 holders of
record of the Units of Limited Partnership Interests.

     Distributions of $509,091 were made to unit holders during
1996.   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,
                     1996       1995       1994       1993        1992
<S>               <C>         <C>       <C>         <C>         <C>   
Interest 
  income        $  4,449      4,061      5,747      6,006       1,418 
Net loss         (35,323)   (34,068)   (33,134)   (33,285)    (49,677)
Net loss per limited
  partner unit     (8.41)     (8.11)     (7.89)     (7.93)     (11.83)
Distributions per
  limited partner
  unit                120         50         80        100        -   
Total assets    2,870,608  3,415,022  3,661,211  4,033,739   4,491,266
Note receivable
  affiliate     2,478,601  3,228,601  3,454,300  3,454,300   3,454,300
Interest receivable
  affiliate          -          -        84,301    359,301     873,301
</TABLE>

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

     Due to the nature of the Registrant, all activity is a result
of transactions with Hickory Hills, Ltd., the Borrower.

Sales

     The Borrower sold 39, 38, and 43 lots in 1996, 1995 and 1994,
respectively, of 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.  The Borrower 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.  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 $343,731, $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.

Operations

     There has been very little change in the operations of the
registrant and no significant changes are expected in the future.

     The Registrant continues its policy begun in 1991 of not
recognizing interest income for financial reporting purposes on the
Lender Financing.  This policy was adopted because there had not
been any payments made on the Lender Financing since its inception
and there has been no independent verification of the value of land
held as collateral.  Interest income of approximately $350,000 a
year will be recognized for tax and loan payment purposes.  The
unpaid accrued interest balance for loan payment purposes is
$1,126,627 at December 31, 1996.  The Registrant received $750,000,
$310,000, and $275,000 payments on the Lender Financing in 1996,
1995, and 1994, respectively.

Financial Condition and Liquidity

     At January 31, 1997, the Registrant had $492,321 in cash and
cash equivalents to meet its 1997 operating expenses, which are not
significant.  Therefore the General Partner believes that the
present cash balance will be sufficient to cover the operating
expenses for 1997.

     Since 1989, the Borrower 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 and Lenders'
joint general partner believes that this use of 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.

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.<PAGE>
                            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 66, 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 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

     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.

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.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management

     As of February 28, 1997 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,
1996, 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, and the accrued interest
receivable on such loan was paid off during 1995.  The Registrant
received $750,000, $310,000 and $275,000 in payments on the Lender
Financing in 1996, 1995 and 1994, respectively.  An additional
$1,126,627 of accrued interest is due under the terms of the loan
which has not been recognized as income by the Registrant.
<PAGE>
                             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

          (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 IV - Mortgage Loans on Real
               Estate                                  S-2

          Financial Statements of Properties
          Securing Mortgage Loan -

          Hickory Hills, Ltd.

          Financial Statements

               Independent Auditors' Report            M-1
               Balance Sheets                          M-2
               Statements of Operations                M-3
               Statements of Partners' Deficit         M-4
               Statements of Cash Flows                M-5
               Notes to Financial Statements           M-6

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
          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 1995.
<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, 1996 and 1995, and
the related statements of operations, partners' equity, 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 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, 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. 114,
"Accounting by Creditors for Impairment of a Loan", as amended by
SFAS No. 118, "Accounting by Creditors for Impairment  of a Loan -
Income Recognition and Disclosure",in 1995.



                                        KPMG Peat Marwick LLP

Nashville, Tennessee
January 20, 1997

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

                         Balance Sheets

                   December 31, 1996 and 1995

                Assets                        1996         1995

Cash and cash equivalents              $    374,088      150,582
Note receivable from affiliate(note 3)    2,478,601    3,228,601
Deferred loan costs, less accumulated
  amortization of $ 161,281 in 1996 
  and $143,361 in 1995                       17,919       35,839

                                       $  2,870,608    3,415,022

           Partners' Equity

Limited Partners (4,200 units
  outstanding) (note 4)                   2,870,608    3,415,022
General Partners (note 4)                      -            -

Commitments and contingencies
   (notes 2 and 3) 

    Total partners' equity               $  2,870,608   3,415,022




















See accompanying notes to financial statements.




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

                    Statements of Operations

          Years ended December 31, 1996, 1995 and 1994

                                    1996        1995        1994

Interest income (note 3)        $  4,449       4,061       5,747

Expenses:
  Mortgage service fee (note 2)    7,000       7,000       7,000
  Legal and accounting fees
        (note 2)                  13,067      11,776      10,690
  General & administrative         1,785       1,433       3,271
  Amortization                    17,920      17,920      17,920

        Total expenses            39,772      38,129      38,881

        Net loss              $  (35,323)    (34,068)    (33,134)

Net loss allocated to:
  Limited partners            $  (40,414)    (36,189)    (36,528)
  General partner                  5,091       2,121       3,394

Net loss per 
  limited partner unit        $    (8.41)      (8.11)      (7.89)

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, 1996, 1995 and 1994

                             Limited         General
                            partners         partner       Total
                       Units     Amounts                        
Balance at
  December 31, 1993    4,200 $ 4,033,739         -     4,033,739

     Net loss            -       (36,528)      3,394     (33,134)

     Distributions
       (note 4)          -      (336,000)     (3,394)   (339,394)
                     _______      _______     _______     _______
Balance at
  December 31, 1994    4,200   3,661,211          -    3,661,211 

     Net loss            -       (36,189)      2,121     (34,068)

     Distributions
       (note 4)          -      (210,000)     (2,121)   (212,121)
                     _______      _______     _______     _______
Balance at
  December 31, 1995    4,200   3,415,022          -    3,415,022 

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

     Distributions
       (note 4)          -      (504,000)     (5,091)   (509,091)
                     _______      _______     _______     _______
Balance at
  December 31, 1996    4,200  $2,870,608          -    2,870,608 












See accompanying notes to financial statements.

                               F-4
<PAGE>
                      HICKORY LENDERS, 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                       $ (35,323)    (34,068)    (33,134)
     Adjustments to reconcile
     net loss to net cash (used)
     provided by operating
     activities:
       Amortization               17,920      17,920      17,920
       Decrease in interest
         receivable from
         affiliate                   -        84,301     275,000

Net cash (used in) provided by
  operating activities           (17,403)     68,153     259,786

Cash flows from financing activities:

     Distributions              (509,091)   (212,121)   (339,394)
     Decrease in note receivable
       from affiliate            750,000     225,699         -  

Net cash provided by (used in)
  financing activities           240,909      13,578    (339,394)

Increase (decrease) in net
  cash and cash equivalents      233,506      81,731     (79,608)

Cash and cash equivalents
  at beginning of year           150,582      68,851     148,459 

Cash and cash equivalents
  at end of year               $ 374,088     150,582      68,851 


Supplemental disclosure of cash flows information:
     Cash paid during the year
       for state income taxes   $  1,121         -         2,378 

See accompanying notes to financial statements.

                               F-5
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements
                   December 31, 1996 and 1995

(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
       monies 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 and Cash Equivalents

       The Partnership considers all short-term investments with
       original maturities of three months or less at the date of
       purchase to be cash equivalents.  Cash belonging to the
       Partnership is combined in an account with funds from other
       partnerships related to the general partner.

  (d)  Note Receivable from Affiliate

       Effective January 1, 1995, the partnership adopted the
       provisions of Statement of Financial Accounting Standards
       (SFAS) No. 114, "Accounting by Creditors for Impairment of
       a Loan", as amended by SFAS No. 118, "Accounting by
       Creditors for Impairment of a Loan - Income Recognition and
       Disclosure".  The Partnership, considering current
       information and events regarding the borrower's ability to
       repay its obligations, considers a note to be impaired when
       it is probable that the Partnership will be unable to
       collect all amounts due according to the contractual terms
       of the note agreement.  When a note is considered to be
       impaired, the amount of the impairment is measured based
       upon the estimated fair value of the underlying collateral. 
       The Partnership will establish an impairment allowance for
       the amount that the recorded value of the note exceeds its
       estimated fair value.  The impairment allowance is
       established by a charge to earnings.  Any cash receipts on
                               F-6
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

(1)  Summary of Significant Accounting Policies, continued

       impaired notes receivable are applied to reduce the
       principal amount and are recognized as interest income,
       thereafter.  

  (e)  Deferred Loan Costs

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

  (f)  Income Taxes

       No provision has or will be 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 outstanding note receivable
       principal balance accrues interest at a compounded interest
       rate of 7.2% per annum.  This results in a book basis of the
       note receivable of $2,478,601 and interest receivable of $0
       at December 31, 1996 compared to a tax basis of $3,454,300
       and $696,008, respectively.

  (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 
                               F-7
<PAGE>


                         HICKORY LENDERS
                     (A Limited Partnership)
                  Notes to Financial Statements
                   December 31, 1996 and 1995

(1)  Summary of Significant Accounting Policies, continued

       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 ration 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.
       
       (h)  Reclassifications

       Certain prior year amounts have been reclassified to conform
       with the current year presentation.
                                
(2)    Related Party Transactions

       The general partner and its affiliates have been actively
       involved in overseeing the note receivable agreement. 
       Affiliates of the general partner receive fees for
       performing certain services.  Expenses incurred for these
       services during 1996, 1995, and 1994 are as follows:
                                      1996      1995      1994

Mortgage service fee              $  7,000      7,000      7,000
Accounting fees                      2,100      1,500      1,500

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

(3)  Note Receivable From Affiliate

       The note receivable from affiliate represents a $3,228,601
long-term note receivable from Hickory Hills, Ltd., an affiliate
sharing the same General Partner.  This note receivable bears
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 is 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, 1997.

       Summarized financial information of Hickory Hills, Ltd. at
December 31, 1996 and 1995, and for the years ended December 31,
1996, 1995 and 1994, are presented below.

       Assets                                  1996        1995

Cash and cash equivalents               $     142,345     259,074
Restricted cash                               258,676     336,112
Land and improvements held for investment   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             $   3,454,300   3,454,300
  Accrued interest payable to affiliate     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:                        (1,798,324) (1,680,200)

       Total liabilities and
       partners' deficit                 $  2,875,140   3,357,454
                       F-9
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

(3)  Note Receivable From Affiliate (continued)

Operations
                                      1996       1995       1994
Revenues:
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             3,000      3,000      3,000
  Legal and accounting              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                         350,228    350,228    350,227
  

       Total expenses              473,540    437,416    433,375

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

Cash flows

Net cash (used) provided by operating
  activities                   $ (116,729)    126,595   (260,946)


       During 1996 and prior years, the affiliate retained portions
of the net proceeds from sales without paying the applicable
principal balance or accrued interest to the Partnership.  This was
done to fund anticipated future requirements for additional
development and operations.  During 1996 and 1995, the affiliate
received net proceeds of $ 1,098,590 and $860,362, respectively,
from the sale of property.  The affiliate remitted interest to the
Partnership in the amount of $750,000 and $310,000 in 1996 and
1995, respectively.  The cumulative principal balance payable to
the Partnership is $ 1,562,478 and $1,247,573 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 Partnership was contemplated by the note
agreement.  However, the note agreement does not explicitly
authorize this use of funds; therefore, this treatment could
constitute a default on the note and accelerate the amounts due or
foreclose upon the note.To date, the Partnership has not foreclosed
or accelerated the amounts due under the note agreement.
                              F-10
<PAGE>
                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)
                  Notes to Financial Statements

(3)  Note Receivable From Affiliate (continued)

       The Partnership has determined that the note receivable from
the affiliates is impaired.  At December 31, 1996 and 1995,
interest that was not accrued amounted to $1,126,627.  At December
31, 1996, the Partnership had no valuation allowance for impairment
as the estimated fair value of the underlying collateral exceeded
the recorded investment of the note.  The average recorded
investment in the impaired note receivable during 1996 and 1995 was
$2,881,101 and $3,391,450 respectively.  The Partnership did not
recognize interest income on the note receivable in any of the
years in the three year period ending December 31, 1996, due to the
lack of principal reductions as required by the loan agreement and
continued net losses by the Borrower.  

(4)  Distributions

       For the years ended December 31, 1996, 1995 and 1994, the
Partnership made distributions to its partners totaling $509,091,
$212,121, and $339,394, respectively.  Of these amounts, 99% was
allocated to the limited partners ($120 per unit, $50 per unit, and
$80 per unit, respectively) and 1% was allocated to the general
partner.

(5)  Fair Value of Financial Instruments

       At December 31, 1996 and 1995, the carrying amounts of cash
and cash equivalents approximate fair value because of the short
maturity of this financial instrument.

       The determination of the estimated fair value of the note
receivable was not practicable as the note agreement does not
provide for a predictable cash payment stream.
                           F-11
<PAGE>
                  Independent Auditors' Report

The Partners
Hickory Lenders, Ltd.:

Under date of January 20, 1997, we reported on the balance sheets
of Hickory Lenders, Ltd. as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity, 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 to the financial statements, the Partnership
adopted the provisions of statement of Financial Accounting
Standards (SFAS) No. 114, "Accounting by Creditor for Impairment of
a Loan", as amended by SFAS No. 118, "Accounting by Creditor for
Impairment of a Loan - Income Recognition and Disclosure", in 1995.

                                KPMG Peat Marwick LLP

Nashville, Tennessee
January 20, 1997

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

                  Mortgage Loans on Real Estate
                        December 31, 1996

<TABLE>                                                               Principal
                                                                      amount of
                                                                      loan
                                                                      subject to
                                                            Carrying  delin-
<CAPTION>                                         Face      amount    quent
                        Final     Periodic        amount    of        principal
              Interest  maturity  payment  Prior  of        mortgage  or
Description   rate      date      terms    liens  mortgage  (1)(2)    interest 
<S>           <C>       <C>       <C>      <C>    <C>       <C>       <C>
Hickory Hills,
Ltd., a   
affiliate     10%       December  Upon the $ -    3,454,300 2,478,601    -
                        31, 1997  sale of
                                  property
</TABLE>


                                    1996        1995        1994
                                    ____        ____        ____
(1) Balance at beginning
    of period                $ 3,228,601   3,454,300          - 

  Deductions -
    Collections of principal     750,000     225,699          - 
 
  Balance at close of period   2,478,601   3,228,601   3,454,300

(2) Aggregate cost for 
    tax purposes               3,454,300   3,454,300   3,454,300

*The note receivable from affiliate represents a $3,228,601 note
receivable from Hickory Hills, Ltd., an affiliate sharing the same
General Partner.  This note receivable bears 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 is 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 ($0 at December 31, 1995) 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, 1997.  An additional $1,126,627 of interest was due at December
31, 1996 which has not been recognized in income by the
Partnership.  See Note 3 to the financial statements.

See accompanying independent auditors' report.
<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 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 and has a net capital
deficiency, a note due in full on December 31, 1997 which the
Partnership will be unable to repay, that raise substantial doubt
about its 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

                               M-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.




                               M-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     350,288     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.
                               M-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)        -  (1,798,324)
                   _______       _______   _______     _______
Balance at
  December 31, 1996  1,800 $ (1,798,424)      100  (1,798,324)


















See accompanying notes to financial statements.




                               M-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)
                                  -------      -------   --------
         Total adjustments          1,395      387,304    144,187

         Net cash provided
            (used) by 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.
                               M-5
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(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 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
                               M-6
<PAGE>
 
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies (continued)

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

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

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies (continued)

       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)  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
                               M-8
<PAGE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  Notes to Financial Statements

                   December 31, 1995 and 1994

(1)    Summary of Significant Accounting Policies (continued)

       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.

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

(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 for federal income tax purposes was $
       3,378,273 and $ 2,940,975 at December 31, 1996 and 1995,
       respectively.

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

(5)    Note Payable to Affiliate - continued

       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.

(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 which the General Partner does not expect the
       Partnership to have the liquidity to retire the debt in
       full.  The General Partner of the Borrower 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 would foreclose and take the Property.  The
       Registrant 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.

                              M-11
<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 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 LENDERS, 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>