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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                  March 31, 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) 

One Belle Meade Place, 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 Three Months Ended March 31, 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>


                                         March 31,     December 31,
                                           1997            1996    
<S>                                   <C>               <C>        
CASH                                      $20,644          $249,016
NOTES RECEIVABLE
 FROM AFFILIATE                            183,889          183,889
INTEREST RECEIVABLE 
FROM AFFILIATE                              9,119             4,585
LOAN COSTS                                 93,860            97,941

         Total Assets                    $307,512          $535,431
                                         =========         ========



                                      LIABILITIES AND PARTNERS' EQUITY

ACCRUED STATE INCOME TAX                  $30,816          $30,816 
PARTNERS' EQUITY:
         
         Limited partners (5,625
             units outstanding)           276,696          504,615 
         General Partner                      -                -   

         Total partners' equity           276,696          504,615 

         Total Liabilities & 
             Partners' Equity            $307,512         $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 &          
                                              Year-to Date         
                                            Ending March 31,       
                                           1997            1996    
<S>                                     <C>              <C>       
         REVENUES:
             Interest Income               $4,534            $8,643

         EXPENSES:

         Legal & Accounting                   -               2,377
         Amortization                       4,081             4,081
         General & Administrative Exp.                       1,099370
                                            5,180             6,828

             Net Earnings                   $(646)           $1,815
                                          ========          =======





















<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       
                                                  March 31,        
                                                     1997           1996   
<S>                                              <C>             <C>       
Cash Flows from Operating Activities:

Net Earnings                                         $(646)         $1,815 

Adjustments to reconcile Net Earnings to
Net Cash (used in)/provided by
Operating Activities:
         Amortization                                4,081           4,081 
         Accrued Interest                           (4,534)         (8,643)
         
             Total Adjustments                        (453)        (4,562) 

Net Cash (used in)/provided by
         Operating Activities                       (1,099)        (2,747) 

Cash Flows from Financing Activities

         Cash Distribution                        (227,273)            -   

             Net Change in Cash                   (228,372)        (2,747) 

CASH AT JANUARY 1,                                 249,016          50,698 

CASH AT MARCH 31,                                  $20,644         $47,951 
                                                   =======         ======= 





<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 March 31, 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 three month period ended March 31, 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 March 31,
1997

The Partnership's primary business is to lend monies to
North By Northeast, Ltd.  

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

There have been no sales by the Land Partnership during
the first quarter of 1997.  Operations of the
Registrant are comparable to prior quarters with the
exception of interest income.  In 1997, accrued
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 $20,644 at April 30, 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 for the First
    Quarter of 1997

(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:       May 15, 1997                         By:     /s/Steven D. Ezell
                                                     General Partner
   

                                        By:      222 PARTNERS, INC.
                                                 General Partner

Date:       May 15, 1997                         By:     /s/Michael A. Hartley
                                                 Secretary/Treasurer
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