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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/A



                                (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, 1996

                                         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
filedall  reports  required  to be filed by Section 13 or 15(d)
of theSecurities Exchange Act of 1934 during the preceding 12
months (orfor  such shorter period that the Registrant was
required to filesuch reports),and (2) has been subject to such
filing requirementsfor 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 Nine Months Ended September 30, 1996


                               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>


                      Hickory Hills, Ltd.
                    (A Limited Partnership)
                        BALANCE SHEETS
                          (Unaudited)


<CAPTION>
                              September 30,      December 31,
                                  1996               1995
                              -------------      ------------
<S>                          <C>               <C>         

                            ASSETS

CASH                          $   149,321      $    259,074

ESCROW DEPOSITS - Restricted      330,799           336,112

LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT                2,654,777         2,740,975

OTHER ASSETS                          280            21,293

            Total Assets      $ 3,135,177      $  3,357,454
                             ============       ===========



                       LIABILITIES AND PARTNERS' EQUITY


ACCRUED INTEREST PAYABLE      $ 1,388,350       $ 1,526,399

ACCRUED PROPERTY TAXES              -                 9,855

NOTE PAYABLE TO AFFILIATE       3,454,300         3,454,300

OTHER ACCRUED EXPENSES             51,600            47,100

PARTNERS' DEFICIT             (1,759,073)       (1,680,200)

   Total Liabilities & 
    Partners' Deficit         $ 3,135,177         3,357,454
                              ===========       ===========


<FN>
                      See notes to financial statements.



/TABLE
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<TABLE>


                      HICKORY HILLS, LTD.
                    (A Limited Partnership)

                   STATEMENTS OF OPERATIONS
                          (Unaudited)


<CAPTION>


                        Quarter Ending          Year to Date
                               Ending September 30,
                       1996       1995        1996     1995
                    -------    -------     -------  -------
<S>               <C>         <C>        <C>       <C>     
REVENUE:

  Land Sales 

   Sale Proceeds $ 415,000    583,510     780,500  759,010 
   Cost of 
    Land Sold     (260,211)  (422,044)   (515,570)(555,773)
   Closing Costs   (24,405)   (47,422)    (51,118) (59,207)

   Gain(Loss) on
    Sale of Land   130,384    114,044     213,812  144,030 

   Interest Income   2,067      3,733      15,011   13,548 
   

    Total Revenue  132,451    117,777     228,823  157,578 


EXPENSES:

  Management Fees      750        750       2,250    2,250 
  Legal & 
   Accounting Fees     300      1,248      13,282   12,641 
  General & Admin.
   Expenses            851      3,548       6,031    8,588 
  Land Maint. Fees   8,395      4,802      24,182   18,300 
  Interest Expense  87,317     88,276     261,951  261,951 
  
     Total Expenses 97,613     98,624     307,696  303,730 

NET INCOME (LOSS)   34,838     19,153     (78,873)(146,152)

<FN>
                       See notes to financial statements

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

                   STATEMENTS OF CASH FLOWS
                          (Unaudited)
<CAPTION>

                                            Year-to-date
                                            SEPTEMBER 30,
                                           --------------
                                         1996           1995

<S>                                <C>                <C>
Cash Flows from 
Operating Activities:

  Net Income                         (78,873)      (146,152)
  Adjustments to reconcile 
  Net Income to Net Cash used 
  in Operating Activities:
        Interest Payments made 
          on Note Payable           (400,000)      (210,000)
        Increase in Accrued 
          Interest Payable           261,951        261,951 
        Change in Accrued 
          Property Taxes              (9,855)       (35,441)
        Change in Other Assets        21,013            185 
        Gain on Sale of Land        (213,812)      (144,030)
        Increase in Accrued Expenses   4,500         13,851 
        Change in Escrow Deposits      5,313           -    

        Total Adjustments           (330,890)      (113,484) 

        Net Cash used in 
        Operating Activities        (409,763)      (259,636)

Cash Flows from Investing Activities:

  Net Sale Proceeds                  729,382        699,803 
  Land Improvements                 (429,372)      (177,227)

        Net Cash provided by
        Investing Activities         300,010        522,576 

        Net Increase/(Decrease) 
        in Cash                     (109,753)       262,940 

CASH AT JANUARY 1,                   259,074        387,330 
CASH AT SEPTEMBER 30,                149,321       $650,270 
                                     ========      ======== 
<FN>
                      See notes to financial statements.
</TABLE>
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                               HICKORY HILLS, LTD.
                            (A Limited Partnership)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the Nine Months Ended September 30, 1996
                                  (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, 1995.  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, 1996 may not be indicative of
the results that may be expected for the year ending December 
31, 1996.

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 nine months were as
  follows:

<TABLE>
<CAPTION>
                             1996           1995 
                           ________      ________
<S>                            <C>               <C>
        Management Fees      $2,250         2,250
        Real Estate Brokerage
          Commission         23,415        24,314
        Accounting Fees       1,600         1,500


</TABLE>





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


RESULTS OF OPERATIONS 

During the third quarter of 1996, the Registrant sold 13 lots of
the Hendersonville Property.  Three of these lots sold were lake
front lots and sold for $60,000  per lot.  The remaining lots
sold at $23,500 per lot.  The Registrant has 33 lots remaining
in the Hendersonville Property.    From these sale proceeds,
payments of $280,000 were made to the Lender and the remaining
proceeds were retained for operating and development.  The
Registrant made payments on the Lender financing totalling
$400,000 for the nine month period ending September 30, 1996. 
The Registrant has a contract for the sale of three acres of the
Nashville Property, which is expected to close in mid-November
1996.  There are several contingencies for this sales to close. 
Therefore, there can be no assurance that the contingencies will
be met and that the sales will close. 

Operating expenses of the Registrant are comparable to the prior
year's except for the fluctuation in land maintenance.  

FINANCIAL CONDITION

DEVELOPMENT

During the third quarter of 1996, the Registrant completed a
significant portion of Phase V of the Hendersonville Property. 
This development opened up 45 lots of which 13 were sold this
quarter.  Phase IV and V infrastructure is expected to be
complete by the end of 1996.

LIQUIDITY

As of October 31, 1996, the Registrant had approximately $9,283
in cash reserves and $483,899 in escrow deposits.  The shortage
of funds in the operating account is temporary.  The General
Partner expects to close on a the three acre sale of the
Nashville Property in mid-November, and funds are expected to be
released from escrow as the development on both Properties
progresses.  The General Partner believes that the current cash
balances of the Registrant will provide sufficient liquidity for
its operating and development needs.





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                         PART II. OTHER INFORMATION



Item 6. EXHIBITS AND REPORTS ON FORM 8-K


  (a)  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
Actof 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:November 14, 1996            By:/s/ Steven D. Ezell
                                       President



Date: November 14, 1996           By:/s/ Michael A. Hartley
                                       Secretary/Treasurer