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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, 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: 33-18089-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 Six Months Ended June 30, 1997
     
     
                              INDEX
     
     
     
          Financial Statements:
     
          Consolidated Balance Sheets              3
          Consolidated Statements of Operations    4
          Consolidated Statements of Cash Flows    5
          Notes to Financial Statements            6
     
     
     
     
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<TABLE>


                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

<CAPTION>
                               June 30,          December 31,
                                 1997                1996
                             -------------       -------------
<S>                          <C>                  <C>        

                                  ASSETS

CASH                           $ 101,767          $  142,345
ESCROW DEPOSITS
 - Restricted                    163,513             258,676
LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT               2,336,167           2,473,839
OTHER ASSETS                         280                 280

          Total Assets         2,601,727          $2,875,140
                               =========          ==========


                     LIABILITIES AND PARTNERS' EQUITY


ACCRUED INTEREST PAYABLE         956,261         $ 1,126,627
ACCRUED PROPERTY TAXES              -                 10,635
NOTE PAYABLE 
   TO AFFILIATE                3,454,300           3,454,300
OTHER ACCRUED EXPENSES            65,190              81,902
PARTNERS' DEFICIT:

   Limited Partners (1,800 
      units outstanding)     (1,874,124)         (1,798,424)
   General Partner                  100                 100 

   Total partners' deficit   (1,874,024)         (1,798,324)

   Total Liabilities &                  
   Partners' Deficit         $ 2,601,727         $ 2,875,140
                             ===========         ===========



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


                            HICKORY HILLS, LTD.
                          (A Limited Partnership)

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                <Unaudited)


<CAPTION>


                         Quarter to Date       Year to Date
                                    Ending June 30,
                        -------------------------------------  
                          1997      1996       1997       1996

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

Land Sales

Sale Proceeds       $ 235,000       -     $436,000     365,500     
Cost of Land Sold    (146,490)      -     (280,376)  (258,179)     
Closing Costs         (15,284)      -      (28,862)   (23,893)     

Gain(Loss) on Sale
           of Land     73,226       -      126,762      83,428     

Interest Income         6,849      9,034     8,631      12,944     

          Total Revenue80,075      9,034   135,393      96,372     


EXPENSES:

Management Fees           750        750      1,500      1,500     
Legal & Accounting Fees 3,145      3,606     12,270     12,982     
Gen. & Admin. Expenses  1,492      3,680      3,658      5,180     
Land Maint. Fees       14,355      7,590     19,031     15,787     
Interest Expense       87,317     87,317    174,634    174,634     

   Total Expenses     107,059    102,943    211,093    210,083     

NET INCOME (LOSS)     (26,984)  (93,909)   (75,700)  (113,711)     



<FN>
                       See notes to financial statements

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

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<CAPTION>
                                            Year-to-date
                                              JUNE 30,
                                     __________________________
                                        1997           1996
                                        ____           ____
<S>                                 <C>            <C>          
Cash Flows from 
Operating Activities:
  Net Loss                         $ (75,700)      $ (113,711)
  Adjustments to reconcile 
  Net Income to Net Cash used 
  in Operating Activities:
        Interest payments
          made on Note Pay.         (345,000)        (120,000)               
        Increase in Accrued 
          Interest Payable           174,634          174,634                
        Change in Accrued 
          Property Taxes             (10,635)          (9,855)               
        (Gain)Loss on Sale of Land  (126,762)         (83,428)               
        Change in Other Assets           -             21,013                
        Change in Accrued Exp.       (16,712)          (1,350)                  
        Change in Escrow Dep.         95,163           10,630                 

        Total Adjustments           (229,312)          (8,356)               

        Net Cash (used in)provided by 
        Operating Activities        (305,012)        (122,067)               

Cash Flows from Investing Activities:

  Proceeds from Land Sale            407,138          341,607                 
  Cost of Land Improvements         (142,704)        (319,473)               

  Net Cash provided by 
  Investing Activities               264,434           22,134                

          Net Increase in Cash 
          and Cash Equivalents       (40,578)          99,933                 

CASH AT JANUARY 1,                   142,345          259,074                

CASH AT JUNE 30,                     101,767          159,141                
                                     ========         ========
<FN>
                      See notes to financial statements.
/TABLE
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                       HICKORY HILLS, LTD.
                     (A Limited Partnership)
     
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     
             For the Six Months Ended June 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 six month period ended June 30, 1997
     may not be indicative of the results  that  may be expected for the
     year ending December 31,1997.
     
     
     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>
                                              1997      1996
                                              ----      ----
     <S>                                  <C>          <C>     
     Management Fees                         1,500      1,500
     Real Estate Brokerage Commission       13,080      5,265
     Accounting Fees                         1,300      1,300
     
     
     </TABLE>
     
     
     
     
     
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     Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     
     
     RESULTS OF OPERATIONS 
     
     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.
     
     During the first six months of 1996, the Registrant sold 17 lots at
     the Hendersonville Property for $21,500 per lot.  Other than lot
     sales, overall operations of the Registrant are comparable to prior
     quarters.
     
     FINANCIAL CONDITION
     
     DEVELOPMENT
     
     All development on the Hendersonville Property is complete.  No
     development is planned for the Nashville Property.
     
     LIQUIDITY
      
     As of July 31, 1997 the Registrant had approximately $83,174 in 
     cash reserves.  These funds are expected to be sufficient through
     1997.
     
     The Note payable to Affiliate comes due on December 31, 1997.  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, 1997.  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, 1997                    By:/s/ Steven D. Ezell
                                                   President
     
     
     
     Date:  August 14, 1997                    By:/s/ Michael A. Hartley
                                                    Secretary/Treasurer
     
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