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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, 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  ___  
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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, 1998 and 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>


                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                              BALANCE SHEETS
                                (Unaudited)

<CAPTION>
                               June 30,          December 31,
                                 1998                1997
                             -------------       -------------
<S>                              <C>                  <C>        

                                  ASSETS

CASH                           $ 111,326          $  180,308
Restricted Cash                  170,735             167,859
LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT               1,710,688           2,071,767
OTHER ASSETS                         280                 280

          Total Assets        $1,993,029          $2,420,214
                               =========          ==========


                     LIABILITIES AND PARTNERS' DEFICIT


ACCRUED INTEREST PAYABLE       $ 631,489         $   831,855
NOTE PAYABLE 
   TO AFFILIATE                3,454,300           3,454,300
OTHER ACCRUED EXPENSES           102,475             110,122
TOTAL LIABILITIES              4,188,264           4,396,277

PARTNERS' DEFICIT:

   Limited Partners (1,800 
      units outstanding)      (2,195,335)        (1,976,163)
   General Partner                   100                100 

   Total partners' deficit    (2,195,235)        (1,976,063)

   Total Liabilities &                  
   Partners' Deficit         $ 1,993,029         $ 2,420,214
                             ===========         ===========


<FN>
                      See notes to financial statements.
/TABLE
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<TABLE>


                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                         STATEMENTS OF OPERATIONS
                                (Unaudited)


<CAPTION>


                         Quarter to Date       Year to Date
                                    Ending June 30,
                        -------------------------------------  
                          1998      1997       1998       1997

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

Land Sales

Sales of Land & 
Improvements        $       -   235,000   $432,650    436,000  
Cost of Land      
& Improvements Sold         -  (146,490)  (399,049)  (280,376)
Closing Costs               -   (15,284)   (43,900)   (28,862)      

Gain(Loss) on Sale
of Land                     -    73,226     (10,299)  126,762      

Interest Income         1,137     6,849      6,885      8,631     

     Total Revenue      1,137    80,075     (3,414)   135,393          


EXPENSES:

Insurance                 625         -        625          -
Management Fees           750       750      1,500      1,500
Legal & Accounting Fees 4,282     3,145     11,993     12,270
Administrative Expenses 1,729     1,492      4,684      3,658
Maintenance Fees            -    14,355     22,322     19,031
Interest Expense       87,317    87,317    174,634    174,634     

   Total Expenses      94,703   107,059    215,758    211,093

NET LOSS            $ (93,566) $(26,984) $(219,172)  $(75,700)   

<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
                                              JUNE 30,
                                     __________________________
                                        1998           1997
                                        ____           ____
<S>                                     <C>            <C>          
Cash Flows from 
Operating Activities:
  Net Loss                         $(219,172)      $ (75,700)
  Adjustments to reconcile 
  Net Loss to Net Cash used 
  in Operating Activities:
        (Increase) decrease in
        Restricted Cash               (2,876)         95,163
        Cost of Sales of Land &
        Improvements                 399,049          280,376
        Cost of Land & Improvements
        Held for Investment          (37,970)        (142,704)
        Increase in Accrued 
          Interest Payable          (200,366)        (170,366)
        Decrease in Accrued 
          Property Taxes                   -          (10,635)
        Decrease in other 
          accrued Expenses            (7,647)         (16,712)              
   
        Net Cash used in 
        Operating Activities         (68,982)         (40,578)              

          Net decrease in Cash       (68,982)         (40,578)              
 

CASH AT JANUARY 1,                   180,308          142,345               


CASH AT JUNE 30,                  $  111,326       $  101,767               
Supplemental Disclosures of
    Cash Flow Information:

Cash paid during the year
    for interest                  $  375,000        $ 345,000
                                    ========         ========
<FN>
                      See notes to financial statements.
/TABLE
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                            HICKORY HILLS, LTD.
                          (A Limited Partnership)
     
                      NOTES TO  FINANCIAL STATEMENTS
         For the Three and Six Months Ended June 30, 1998 and 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, 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 six month
     period ended June 30, 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 six months were as follows:
     <TABLE>
     <CAPTION>                                1998      1997
     <S>                                      <C>        <C>     
     Management Fees                       $ 1,500    $ 1,500
     Real Estate Brokerage Commission       16,556     13,080
     Accounting Fees                         1,300      1,300
     </TABLE>

     C.  COMPREHENSIVE INCOME
     
     Effective January 1, 1998, the Partnership adopted Statement of
     Financial Accounting Standards (SFAS) 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 and six month periods ended
     June 30, 1998 and 1997, the Partnership had no components of
     comprehensive income.  Accordingly, comprehensive income for each of the
     periods ws the same as net loss.   

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

     During the first six months of 1997, the Registrant sold 16 lots at the
     Hendersonville Property for $23,500 per lot and one lake front lot for
     $60,000.  From these sales proceeds, $345,000 in accrued interest was
     paid to the Lender.  The remaining proceeds were retained to cover
     operating expenses.

     The General Partner continues to monitor the impact of year 2000 issues
     on our computer systems and applications and has developed a remediation
     plan. We expect the cost of upgrading computers and software to be
     immaterial to the Registrant.     
          
     FINANCIAL CONDITION
     
     LIQUIDITY
      
     As of July 31, 1998 the Registrant had approximately $41,981 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. 
         
     
     
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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 14, 1998                    By:/s/ Steven D. Ezell
                                                   President
     
     
     
Date:  August 14, 1998                    By:/s/ Michael A. Hartley
                                             Secretary/Treasurer
     
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