<PAGE>
<PAGE> 1
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 March 31, 1998

                         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)

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  ___ 
<PAGE>
<PAGE> 2


            PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


                 HICKORY HILLS, LTD.
          (A Tennessee Limited Partnership)


                FINANCIAL STATEMENTS
      For The Three Months Ended March 31, 1998


                        INDEX



    Financial Statements:

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




<PAGE>
<PAGE> 3
<TABLE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                         BALANCE SHEETS
                           (Unaudited)

<CAPTION>
                               March 31,   December 31,
                                 1998          1997    
                               ---------     ----------
<S>                                  <C>            <C>
              ASSETS

CASH                           $ 120,263     $  180,308

RESTRICTED CASH                  169,597        167,859

LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT               1,710,688      2,071,767

OTHER ASSETS                         280            280

         Total Assets         $2,000,828   $  2,420,214
                              ==========     ==========



                LIABILITIES AND PARTNERS' EQUITY


Accrued Interest Payable      $  544,172     $  831,855

Note Payable to Affiliate      3,454,300      3,454,300

Other Accrued Expenses           104,024        110,122

    Total Liabilities          4,102,496      4,396,277

Partners' Deficit:

    Limited Partners (1,800 units 
      outstanding             (2,101,768)    (1,976,163)
    General Partner                  100            100 

    Total Partners' equity    (2,101,668)    (1,976,063)

    Total Liabilities & 
    Partners' Deficit          $2,000,828   $ 2,420,214
                              ==========    ===========
<FN>
               See notes to financial statements.
/TABLE
<PAGE>
<PAGE> 4
<TABLE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>
                                       Quarter and    
                                    Year to Date Ending
                                          MARCH 31,    
                                  _____________________
                                    1998           1997
                                    ____           ____
<S>                          <C>            <C>        
REVENUE:

    Land Sales
     Sales of Land and        
     Improvements            $  432,650    $   201,000
     Cost of Land and         
     Improvements Sold         (399,049)      (133,886)
     Closing Costs              (43,900)       (13,577)
       (Loss) Gain on Sale
       of Land                  (10,299)        53,537 

    Interest Income               5,748          1,782 

              Total Revenue   $  (4,551)    $   55,319 


EXPENSES:
   
    Management Fees                 750            750 
    Legal & Accounting Fees       7,711          9,125 
    General & Admin. Expenses     2,954          3,513 
    Land Maintenance Fees        22,322          6,942 
    Interest Expense             87,317         87,317 
  
              Total Expenses  $ 121,054     $  107,647 


NET LOSS                     $ (125,605)     $ (52,328)






<FN>
                See notes to financial statements

/TABLE
<PAGE>
<PAGE> 5
<TABLE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF CASH FLOWS
                           (Unaudited)
<CAPTION>
                                             Year-to-date
                                               MARCH 31,
                                         1998           1997
<S>                               <C>            <C>        
Cash Flows from 
Operating Activities:

 Net Loss                          $(125,605)      $(52,328)

 Adjustments to reconcile 
 Net Loss to Net Cash (used 
 in)/provided by  Operating Activities:

   Cost of Sales of Land
         and Improvements             399,049       133,886

   Cost of Land and Improvements
         held for Investment          (37,970)     (134,422)

   Interest Payments made 
         on Note Payable             (375,000)     (120,000)
   Increase in Accrued
         Interest Payable              87,317        87,317 
   Decrease in Accrued Expenses        (6,098)       98,217
   Increase (Decrease) in
         Restricted Cash               (1,738)       98,344
   
         Net Cash (used in)/provided by                    
          Operating Activities        (60,045)      111,014

   Net (Decrease) Increase in Cash 
    and Cash Equivalents              (60,045)      111,014

CASH AT JANUARY 1,                    180,308       142,345

CASH AT MARCH 31,                  $  120,263    $  253,359
                                     ========       ========
<FN>
               See notes to financial statements.

/TABLE
<PAGE>
<PAGE> 6


                 HICKORY HILLS, LTD.
               (A Limited Partnership)

            NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 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, 1997.  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,  1998 may not be indicative of the
 results  that  may be expected for the year ending
 December 31, 1998.

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 three months were as follows:

<TABLE>
<CAPTION>

                                      1998          1997  
                                    ________      ________
  <S>                              <C>           <C>      
   Management Fees                 $   750        $  750
   Real Estate Brokerage
         Commission                 16,556         6,030
</TABLE>





                 HICKORY HILLS, LTD.
               (A Limited Partnership)

            NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 1998
      (continued)                     (Unaudited)

C.  COMPREHENSIVE INCOME

Effective January 1, 1998, the Partnership adopted Statement of
Financial Accounting Standards (SFS) No. 130, Reporting
Comprehensive Income.  SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in
a full set of general-purpose financial statements and requires
that all components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as
other financial statements.  Comprehensive income is defined as the
change in equity of a business enterprise, during a period,
associated with transactions and other events and circumstances
from non-owner sources.  It includes all changes in equity during
a period except those resulting from investments by owners and
distributions to owners.  During the three month periods ended
March 31, 1998 and 1997, the Partnership had no components of
comprehensive income.  Accordingly, comprehensive income for each
of the periods was the same as net income. 


<PAGE>
<PAGE> 7


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


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31,
1998.

During the first quarter of 1998, the Registrant sold
one lakefront lot at the Hendersonville Property for $75,000 and
71.53 acres of the Nashville Property for gross proceeds of
$357,650.  From these  sales proceeds, $375,000 in accrued interest
was paid to the Lender.  The remaining proceeds were retained to
cover operating expenses.  Overall operations of the
Registrant are comparable to prior quarters, except for the
increase in land maintenance fees which include architect and
engineering fees.  In January 1998, the Registrant paid
approximately $19,000 in engineering fees related to sales and
development done in 1997.

FINANCIAL CONDITION

DEVELOPMENT

All development on the Hendersonville Property is
complete.  No development is planned for the Nashville
Property.

LIQUIDITY
 
As of April 30, 1998 the Registrant had approximately
$49,858 in  cash reserves.  These funds are expected to
be sufficient through 1998.

The Note payable to Affiliate comes due on December 31,
1998.  The General Partner plans to negotiate an
extension of the loan term.  The General Partner does
not expect the Registrant to have the liquidity to
retire the debt in full on December 31, 1998.  Because
the Registrant and the Lender share the same general
partner, it may be necessary to appoint an independent
party to represent the general partner for the
Registrant, the Lender 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
Lender is required to foreclose the loan.  Currently,
the Partnership has not foreclosed or accelerated the
amounts due under the loan agreement. 

<PAGE>
<PAGE> 8


             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 1998.



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





<PAGE>
<PAGE> 9


                     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:    May 15, 1998          By:/s/ Steven D. Ezell
                               ___________________
                               President



Date:    May 15, 1998          By:/s/ Michael A.
Hartley
                               ______________________
                               Secretary/Treasurer

<PAGE>