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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        September 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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<PAGE> 2
 
 
                      PART I. FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 
                            HICKORY HILLS, LTD.
                    (A Tennessee Limited Partnership)
 
 
                          FINANCIAL STATEMENTS
   For The Three and Nine Months Ended September 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>
                                 September 30,   December 31,
                                       1998          1997    
                                     ---------     ----------
<S>                                     <C>            <C>

                    ASSETS

CASH                                  $108,888     $  180,308
RESTRICTED CASH                        173,147        167,859
LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT                     1,710,688      2,071,767
OTHER ASSETS                               280            280

         Total Assets               $1,993,003   $  2,420,214
                                    ==========     ==========



                     LIABILITIES AND PARTNERS' DEFICIT


Accrued Interest Payable             $  718,806    $  831,855
Note Payable to Affiliate             3,454,300     3,454,300
Other Accrued Expenses                  103,510       110,122

TOTAL LIABILITIES                     4,276,616     4,396,277

Partners' Deficit:

    Limited Partners (1,800 units 
      outstanding                    (2,283,713)   (1,976,163)
    General Partner                         100           100 

    Total Partners' deficit          (2,283,613)   (1,976,063)

    Total Liabilities & 
    Partners' Deficit                $1,993,003    $2,420,214
                                     ==========    ===========
<FN>
                    See notes to financial statements.
</TABLE> <PAGE>
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<TABLE>


                               HICKORY HILLS, LTD.
                            (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


<CAPTION>


                        Quarter Ending           Year to Date
                                          Ending September 30,
                        1998      1997        1998     1997
                     -------     -------    -------   -------
<S>                     <C>       <C>        <C>        <C>
REVENUE:

  Land Sales 

   Sales of Land
    & Improvements   $    -      $    -   $432,650  $436,000 
   Cost of Land &
    Improvements Sold     -           -   (399,049) (280,376)
   Closing Costs          -           -    (43,900)  (28,877)

   Gain(Loss) on
    Sale of Land          -           -    (10,299)  126,747

   Interest Income    2,413         600      9,298     9,231
   
   Misc. Income       5,332           -      5,332         -

    Total Revenue     7,745         600      4,331   135,978


EXPENSES:
  Management Fees       750         750      2,250     2,250 
  Legal & 
   Accounting Fees      400           -     12,393    12,270
  General & Admin.
   Expenses           7,656         443     12,965     4,101 
  Maintenance Fees        -       4,982     22,322    23,998
  Interest Expense   87,317      87,317    261,951   261,951 
  
     Total Expenses  96,123      93,492    311,881   304,570

NET LOSS           $(88,378)   $(92,892) $(307,550)$(168,592)
<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,
                                           --------------
                                         1998         1997

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

  Net Loss                         $(307,550)     $(168,592)
  Adjustments to reconcile 
  Net Loss to Net Cash used 
  in Operating Activities:
        (Increase) decrease 
          in Restricted Cash          (5,288)        95,163
        Cost of Land
          & Improvements Sold        399,049        280,376 
        Cost of Land & Improvements
          held for Investment        (37,970)      (163,099)
        Decrease in Accrued    
        Interest Payable            (113,049)       (83,049)  
        Decrease in other Accrued
        Expenses                      (6,612)       (29,237)
                  
        Net Cash used in 
        Operating Activities          (71,420)      (68,438)

        Net Decrease in Cash          (71,420)      (68,438)

CASH AT JANUARY 1,                    180,308       142,345       

CASH AT SEPTEMBER 30,              $  108,888      $ 73,907
                                     ========      ======== 
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 Nine Months Ended September 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 nine
  month period ended September 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 nine months were as
  follows:
                                   1998           1997 
        Management Fees         $   2,250      $  2,250
        Real Estate Brokerage
          Commission            $  16,556      $ 13,080  
        Accounting Fees         $   1,700      $  1,600

C. COMPREHENSIVE INCOME

   Effective January 1, 1998, the Partnership adopted Statement of
Financial Accounting Standards (SFAS) No. 130.  Reporting
Comprehensive Income, SFAS No. 130 established 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 nine month periods,
ended September 30, 1998 and 1997, the Partnership had no
components of comprehensive income.  Accordingly, comprehensive
income for each of the periods was the same as net loss.
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 <PAGE> 7
 
 
 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 general administration
which includes certain architect and engineering fees.  Since
development of the Hendersonville Property is complete no
additional significant architect and engineering fees are expected
in the future.

During the first nine 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.  

The General Partner has evaluated the impact of year 2000 issues on
our computer systems and applications.  The Registrant is affected
by a single personal computer and a commercial software package. 
Both are Y2K compliant.  

LIQUIDITY
  
 As of October 31, 1998 the Registrant had approximately $40,447 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 Lender has not foreclosed or accelerated the amounts
due under the loan agreement. 
 
 
 
 
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<PAGE> 8
 
 
                          PART II. OTHER INFORMATION
 
 
 
 Item 6. EXHIBITS AND REPORTS ON FORM 8-K
 
 
   (a)  Exhibits
 
   (b)  No 8-K's have been filed during this quarter.
 
 
 
 
 
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<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:  November 16, 1998                By:/s/ Steven D. Ezell   
                                                                  
 
                                             President
 
 
 
 Date:  November 16, 1998                By:/s/ Michael A. Hartley
                                            
                                             
                                                Secretary/Treasurer
 
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