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          FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
            (As last amended in Rel. No. 31326, eff. 10/22/92.)

                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-Q

                                (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended June 30, 1997
                                    or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from______to _______                 
Commission File Number:     33-22908-A                            
                            NORTH LENDERS, L.P.
          (Exact name of Registrant as specified in its charter)

Delaware                                62-1356791
(State or other jurisdiction of         (I.R.S. Employer 
incorporation or organization)          Identification) 

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

                              (615) 292-1040
           (Registrant's telephone number, including area code)



     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  
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                       PART I. FINANCIAL INFORMATION

                        Item 1. Financial Statement


                            NORTH LENDERS, L.P.
                          (A Limited Partnership)


                           FINANCIAL STATEMENTS
                 For The Six Months Ended June 30, 1997


                                   INDEX



      Financial Statements

      Balance Sheets                       3
      Statements of Operations             4
      Statements of Cash Flows             5
      Notes to Financial Statements        6



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<TABLE>
                            NORTH LENDERS, L.P.
                          (A Limited Partnership)

                               BALANCE SHEETS
                                (Unaudited)


                                  ASSETS
<CAPTION>
                                    June 30,   December 31,
                                      1997         1996    
<S>                               <C>          <C>         
CASH                                 23,000        $249,016
   
NOTES RECEIVABLE
       FROM AFFILIATE               183,889         183,889

INTEREST RECEIVABLE
       FROM AFFILIATE                13,704           4,585     

LOAN COSTS                           89,779          97,941
     
           Total Assets             310,372        $535,431
                                   =========       ========
     
     
     
                LIABILITIES AND PARTNERS' EQUITY
     
     ACCRUED STATE INCOME TAX        30,816         $30,816
     
     ACCOUNTS PAYABLE                 6,000            -   
     
     PARTNERS' EQUITY               273,556         504,615
     
      Total Liabilities & 
           Partners' Equity         310,372        $535,431
                                    ========      =========
     
     
     
     
     
     
     
     
     
     
     <FN>
               See notes to financial statements.
          /TABLE
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<TABLE>
                            NORTH LENDERS, L.P.
                          (A Limited Partnership)

                          STATEMENTS OF OPERATIONS
                                (Unaudited)


<CAPTION>

                        Quarter to Date         Year to Date  
                                  Ending June 30,

                        1997       1996         1997      1996

<S>                   <C>       <C>          <C>      <C>     
REVENUES:

Interest Income      6,941       9,849     $11,475      18,492     
                     -----      ------      ------     -------
                     6,941       9,849      11,475      18,492     

EXPENSES:

Legal & Account.     6,000       2,450       7,099       5,197     
Amortization         4,081       4,081       8,162       8,162     
                     -----       -----       -----       -----
                    10,081       6,531      15,261      13,359     

    Net Earnings    (3,140)      3,318     (3,786)       5,133     
                    ======       =====     =======     =======
















<FN>
                     See notes to financial statements
/TABLE
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<TABLE>
                            NORTH LENDERS, L.P.
                          (A Limited Partnership)

                         STATEMENTS OF CASH FLOWS
                                (Unaudited)


<CAPTION>                             Year to date
                                          June 30,
                                        1997         1996
<S>                                  <C>          <C>    
Cash Flows from Operating Activities:

Net Earnings                         (3,786)       5,133 
Adjustments to reconcile Net Earnings to
    Net Cash provided by Operating Activities:
    Amortization                      8,162        8,162 
    Increase in Interest Rec.        (9,119)     (17,286)
    Change in Accounts Payable        6,000          -   
                                     -------      -------
    Total Adjustments                 5,043       (9,124)

    Net Cash provided by
      Operating Activities            1,257       (3,991)

Cash Flows from Financing Activities:

    Cash Distribution              (227,273)        -    
                                     -------  -----------
    Net Cash used in 
     Financing Activities          (227,273)        -    

    Net Change in Cash             (226,016)      (3,991)

CASH AT JANUARY 1,                  249,016       50,698 

CASH AT JUNE 30,                     23,000       46,707 
                                     =======     ======= 


<FN>
                    See notes to financial statements.

/TABLE
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                            NORTH LENDERS, L.P.
                          (A Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                 For the Three Months Ended June 30, 1997
                                (Unaudited)



A.   ACCOUNTING POLICIES

    The unaudited financial statements presented herein have been
    prepared in accordance with the instructions to Form 10-Q and
    do not include all of the information and note disclosures
    required by generally accepted accounting principles.  These
    statements should be read in conjunction with the financial
    statements and notes thereto included in the Partnership's
    Form 10-K for the year ended December 31, 1996.  In the
    opinion of management, such financial statements include all
    adjustments, consisting only of normal recurring adjustments,
    necessary to summarize fairly the Partnership's financial
    position and results of operations.  The results of
    operations for the six month period ended June 30, 1997 may
    not be indicative of the results that may be expected for the
    year ending December 31, 1997.
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Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations for the Quarter ended June 30, 1997

The Partnership's primary business is to lend monies to North By
Northeast, L.P.  ("the Borrower").

Due to the nature of the Registrant, all activity is a result of
transactions in North by Northeast, Ltd. (the "Borrower"), and
North by Northeast Land Partners (the "Land  Partnership"), the
investment of North by Northeast, Ltd.

There have been no sales by the Land Partnership during the first
six months of 1997.  Operations of the Registrant are comparable to
prior quarters with the exception of interest income. In 1997,
interest expense on the Lender Financing decreased due to a lower
debt balance. 

Due to the minimal expenses that the Registrant incurs, the General
Partner believes that the present cash balance of $23,001 at July
31, 1997, will provide sufficient liquidity for the future.


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                        PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

    (a) Exhibits

       Exhibit 27 - Financial Data Schedule 

(b) No 8-K's have been filed during this quarter.

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                                SIGNATURES


Pursuant to the requirements 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.


                             NORTH LENDERS, L.P.
                             By: 222 NORTH, LTD.
                                  General Partner

Date:  August 14, 1997       By: /s/Steven D. Ezell
                                  General Partner
       

                             By: 222 PARTNERS, INC.
                                  General Partner

Date:  August 14, 1997       By: /s/Michael A. Hartley
                                  Secretary/Treasurer

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