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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 June 30, 1999

                                          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: 33-18089-A

                                 HICKORY HILLS, LTD.
       (Exact name of Registrant as specified in its charter)

     Tennessee                                  62-1336904
     (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


                       HICKORY HILLS, LTD.
                (A Tennessee Limited Partnership)


                      FINANCIAL STATEMENTS
          For The Three and Six Months Ended June 30, 1999
          and 1998.

                              INDEX



          Financial Statements:

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




          
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                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                              BALANCE SHEETS
                                (Unaudited)

<CAPTION>
                               June 30,          December 31,
                                 1999                1998
                             -------------       -------------
<S>                              <C>                  <C>

                                  ASSETS

CASH                         $    22,790          $  103,869
Restricted Cash                    -                  24,813

OTHER ASSETS                                            280

          Total Assets       $    22,790          $  128,962
                               =========          ==========


                     LIABILITIES AND PARTNERS' EQUITY


ACCOUNTS PAYABLE AND ACCRUED
EXPENSES                     $       628          $ 128,158

TOTAL LIABILITIES                    628            128,158

PARTNERS' EQUITY:

   Limited Partners (1,800
      units outstanding)          22,062                704
   General Partner                   100                100

   Total partners' equity         22,162                804

   Total Liabilities &
   Partners' Equity          $    22,790         $  128,962
                             ===========         ===========


<FN>
          See accompanying notes to financial statements.
</TABLE>
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<TABLE>
                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                         STATEMENTS OF OPERATIONS
                                (Unaudited)
<CAPTION>
                         THREE MONTHS ENDED    SIX MONTHS ENDED
                                       June 30,
                        -------------------------------------
                          1999      1998       1999     1998

<S>                       <C>       <C>        <C>      <C>
REVENUE:

Land Sales

Sales of Land &
Improvements        $       -         -          -    432,650

Cost of Land
& Improvements Sold         -         -          -   (399,049)

Selling Expenses            -         -          -    (43,900)

Loss on Sale
of Land                     -         -          -    (10,299)

Interest Income         1,022     1,137      2,595      6,885
Miscellaneous Income   49,199         -     49,294          -

     Total Revenue     50,221     1,137     51,889     (3,414)



EXPENSES:

Management Fees             -       750          -      1,500
Legal & Accounting Fees 9,710     4,282     12,110     11,993
Administrative Expenses 2,430     2,354      3,035      5,309
Other Expense          15,386         -     15,386     22,322
Interest Expense            -    87,317          -    174,634


   Total Expenses      27,526    94,703     30,531    215,758

NET INCOME(LOSS)    $  22,695   (93,566)    21,358   (219,172)

Net Income(loss) per limited
   partner unit     $   12.61    (51.98)     11.86    (121.76)

<FN>
                 See accompanying notes to financial statements

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<TABLE>
                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
                                            Year-to-date
                                              JUNE 30,
                                     __________________________
                                        1999           1998
<S>                               <C>            <C>
Cash Flows from
Operating Activities:
  Net Income (Loss)                     $    21,358       $
(219,172)
  Adjustments to reconcile
  Net Income (Loss) to Net Cash
  used in Operating Activities:
        (Increase) decrease in
        Restricted Cash               24,813           (2,876)

        Cost of Sales of Land &
        Improvements                       -          399,049

        Cost of Land & Improvements
        Held for Investment                -          (37,970)

        Decrease in Accrued
          Interest Payable                 -         (200,366)
        Decrease in Other Assets         280                -
        Decrease in accounts payable
          and accrued Expenses      (127,530)          (7,647)

        Net Cash used in
        Operating Activities         (81,079)         (68,982)



           Net decrease in Cash      (81,079)         (68,982)


CASH AT JANUARY 1,                   103,869          180,308


CASH AT JUNE 30,                  $   22,790       $  111,326
                                   =========         ========
Supplemental Disclosures of
    Cash Flow Information:

Cash paid during the year
    for interest                  $    -            $ 375,000
                                    ========        =========

<FN>           See accompanying notes to financial statements.
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                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                  NOTES TO FINANCIAL STATEMENTS

     For the Three and Six Months Ended June 30, 1999 and 1998
                         (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, 1998.  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, 1999 may not be indicative of the
     results  that  may be expected for the year ending December
     31,1999.


     B.RELATED PARTY TRANSACTIONS

     The  General  Partner  and  its  affiliates have been actively
     involved in managing the Partnership's operations.
     Compensation earned  for these services in the first six
     months were as follows:

     <TABLE>
     <CAPTION>
                                              1999      1998
                                              ----      ----
     <S>                                      <C>        <C>
     Management Fees                        $   -       1,500
     Real Estate Brokerage Commission           -      16,556
     Accounting Fees                          1,800     1,300


     C.  COMPREHENSIVE INCOME

     During the six month periods ended June 30, 1999 and 1998, the
     Partnership had no components of other comprehensive income.
     Accordingly, comprehensive income for each of the periods was
     the same as net income (loss).

D.  FORECLOSURE

     On December 31, 1998, the Hickory Lenders, Ltd. began the
     process of foreclosing on the debt to the Partnership after
     the note matured and payment was not made.  Due to the
     foreclosure, the Financial Statements included herein, as of
     December 31, 1998, reflect the transfer of property to the
     Lender.  Foreclosure proceedings were finalized on June 29,
     1999.  The General Partner intends to dissolve the Partnership
     during 1999.


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     Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

At December 31, 1998, the Registrant was involved in
foreclosure proceedings for failure to make debt payments.
The Registrant  finalized this process on June 29, 1999.  All
cash held will go to the Lender after current expenses are
paid.  As the Registrant was currently involved in foreclosure
proceedings at December 31, 1998, the Registrant's Financial
Statement included herein reflects the foreclosure as having
taken place on December 31, 1998 and the properties
effectively transferred to the Lender in settlement of
borrowings.  The General Partner plans to dissolve the
partnership during 1999.

Due to the foreclosure, the Registrant is operating with a
minimal amount of activity.  The miscellaneous income is a
result of foreclosure activity.

FINANCIAL CONDITION

LIQUIDITY

As of June 30, 1999 the Registrant had approximately $22,790
in  cash reserves.  These funds are expected to be sufficient
through the completion of the foreclosure then all remaining
cash will go to the Lender.

Year 2000

In 1998, the Partnership initiated a plan ("Plan") to
identify, and remediate "Year 2000" issues within each of its
significant computer programs and certain equipment which
contain microprocessors.  The Plan is addressing the issue of
computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000, if a
program or chip uses only two digits rather than four to
define the applicable year.  The Partnership has divided the
Plan into five major phases-assessment, planning, conversion,
implementation and testing.  After completing the assessment
and planning phases earlier year, the Partnership is currently
in the conversion, implementation, and testing phases.
Systems which have been determined not to be Year 2000
compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance.  The Plan
anticipates that by mid-1999 the conversion, implementation
and testing phases will be completed.  Management believes
that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.

The Partnership is in the process of identifying and
contacting critical suppliers and other vendors whose
computerized systems interface with the Partnership's systems,
regarding their plans and progress in addressing their Year
2000 issues.  The Partnership has received varying information
from such third parties on the state of compliance or expected
compliance.  Contingency plans are being developed in the
event that any critical supplier or customer is not compliant.

The failure to correct a material Year 2000 problem could
result in an interruption in, or failure of, certain normal
business activities or operations.  Such failures could
materially and adversely affect the Partnership's operations,
liquidity and financial condition.  Due to the general
uncertainty inherent in the Year 2000 problem, resulting in
part from the uncertainty of the Year 2000 readiness of third-
party suppliers and customers, the Partnership is unable to
determine at this time whether the consequences of Year 2000
failures will have a material impact on the Partnership's
operations, liquidity or financial condition.
          
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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.


                                         HICKORY HILLS, LTD.

                                         By:   222 HICKORY, LTD.
                                               General Partner


                                         By:222 PARTNERS, INC.
                                                  General Partner



     Date:  August 13, 1999              By:/s/ Steven D. Ezell
                                                   President



     Date:  August 13, 1999              By:/s/ Michael A. Hartley
                                                Secretary/Treasurer



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