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          FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
 
                         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 September 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)
 
 
       Tennessee                            62-1271664
  (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 STATEMENTS
 
                      NORTH LENDERS, L.P.
               (A Tennessee Limited Partnership)
 
 
                     FINANCIAL STATEMENTS
            For the Nine Months Ended September 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>
 

                                       September 30,       December 31,
                                           1997               1996    
<S>                                   <C>                  <C>        
CASH                                       $134,684           $249,016
NOTES RECEIVABLE FROM AFFILIATE              83,889            183,889
INTEREST RECEIVABLE FROM AFFILIATE              230              4,585
LOAN COSTS                                   85,697             97,941

    Total Assets                           $304,501           $535,431
                                          =========           ========



                     LIABILITIES AND PARTNERS' EQUITY

ACCRUED STATE INCOME TAX                    $30,816             $30,816 
PARTNERS' EQUITY:
    
    Limited partners (5,625
       units outstanding)                   273,685             504,615 
    General Partner                            -                   -   

       Total partners' equity               273,685             504,615 

    Total Liabilities & 
       Partners' Equity                    $304,501            $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 Ending     Year to Date Ending
                                   September 30,        September 30,
                                ------------------  ---------------------
                                   1997       1996      1997      1997
                                -------     ------    ------    ------
<S>                           <C>          <C>       <C>       <C>       
REVENUE:
                                                             
Interest Income        $         4,260       8,739    15,685     27,231

Total Revenue          $         4,260       8,739    15,685     27,239


EXPENSES:

Amortization           $         4,081       4,080    12,243     12,243
Legal & Accounting Fees           -           -        6,000      4,822
General & Admin. Expenses         -           -        1,099        375
 
Total Expenses         $         4,081       4,081    19,342     17,440

NET INCOME             $           179       4,658    (3,657)     9,791


<FN>
                       See notes to financial statements

</TABLE>
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<TABLE>

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

                         STATEMENTS OF CASH FLOW 
                                (Unaudited)

<CAPTION>
                                         Year-to-date
                                         September 30,
                                 _____________________________
                                   1997               1996
                                   ____               ____
<S>                              <C>                <C>     
Cash Flows from Operating Activities:

Net Income                        $(3,657)            9,791 
Adjustments to reconcile 
  Net Income to Net Cash used in 
  Operating Activities:
Amortization                       12,243            12,243 
Additional Accrued Interest       (13,329)          (26,025)
Interest Pymts. Received
   on Note Receivable              17,684                 - 
                                          
Total Adjustments                  16,598           (13,782)

Net Cash provided by 
Operating Activities               12,941            (3,991)

Cash Flows from Investing Activities:

Change in Note Receivable 
from Affiliate                    100,000                 - 

Cash Flows from Financing Activities:

Distribution to Partners         (227,273)                - 

Net Increase/(Decrease) in
Cash and Cash Equivalents        (114,332)           (3,991)

CASH AT JANUARY 1,                249,016            50,698 

CASH AT SEPTEMBER 30,           $ 134,684            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 Nine Months Ended September 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 nine month period ended September 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 September 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.
 
 On September 19, 1997, the Land Partnership sold approximately 2 acres for 
 $250,000.  A distribution of $110,000 was paid to the Borrower from the Land
 Partnership.  The Borrower made a $100,000 principal payment on the Lender
 Financing and paid all accrued interest through that date.  From these
 proceeds and cash reserves, the Registrant distributed $227,273 to the
 partners.  Operations of the Registrant are comparable to prior quarters with
 the exception of interest income. The decline in interest income is due to
 a lower principal balance. 
 
 Due to the minimal expenses that the Registrant incurs, the General Partner
 believes that the present cash balance of $134,684 at October 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:  November 21, 1997                By:/s/ Steven D. Ezell
                                                General Partner
 
 
                                         By:    222 Partners, Inc.
                                                General Partner
 
 
 
 Date: November 21, 1997                 By:/s/ Michael A. Hartley
                                                Secretary/Treasurer