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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 March 31, 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 Three Months Ended March 31, 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>
                               March 31,   December 31,
                                 1997          1996    
                               ---------     ----------
<S>                                  <C>            <C>

              ASSETS

CASH                           $ 253,359     $  142,345

RESTRICTED CASH                                 160,332258,676

LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT               2,474,375      2,473,839

OTHER ASSETS                         280            280

         Total Assets         $2,888,346   $  2,875,140
                              ==========     ==========



                LIABILITIES AND PARTNERS' EQUITY


Accrued Interest Payable                     $1,093,944$1,126,627

Note Payable to Affiliate                     3,454,3003,454,300

Other Accrued Expenses           190,754         92,537

Partners' Deficit:

    Limited Partners (1,800 units 
      outstanding             (1,850,752)    (1,798,424)
    General Partner                                 100 100 

    Total Partners' equity                   (1,850,652)(1,798,324)

    Total Liabilities & 
    Partners' Deficit                        $2,888,346$ 2,875,140
                              ==========    ===========
<FN>
               See notes to financial statements.
/TABLE
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<TABLE>


                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>

                                        Quarter and    
                                    Year to Date Ending
                                          MARCH 31,    
                                  _____________________
                                    1997           1996
                                    ____           ____
<S>                          <C>            <C>        
REVENUE:

    Land Sales
     Sale Proceeds                           $ 201,000 $  365,500 
     Cost of Land Sold         (133,886)      (258,179)
     Closing Costs                             (13,577)(23,893)
       Gain(Loss) on Sale
       of Land                   53,537         83,428 

    Interest Income                              1,782 3,910 

              Total Revenue   $  55,319     $   87,338 


EXPENSES:
   
    Management Fees                                750 750 
    Legal & Accounting Fees                      9,125 9,377 
    General & Admin. Expenses     3,513          3,392 
    Land Maintenance Fees                        6,942 6,773 
    Interest Expense                            87,317 87,317 
  
              Total Expenses  $ 107,647     $  107,609 


NET LOSS                     $ (52,328)      $ (20,271)






<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
                                               MARCH 31,
                                         1997           1996
<S>                               <C>            <C>        
Cash Flows from 
Operating Activities:

 Net Income                        $ (52,328)      $(20,271)

 Adjustments to reconcile 
 Net Income to Net Cash used 
 in Operating Activities:

   Interest Payments made 
         on Note Payable                       (120,000)    
(120,000)
   Increase in Accrued
         Interest Payable                       87,317      87,317 
   Change in Accrued Expenses         98,217         (2,205)
   Gain on Sale of Land                        (53,537)     
(83,428)
   Change in Restricted
         Cash                         98,344         (3,910)
   Decrease in other assets              -           21,013 

         Total Adjustments                          110,341 
(101,213)

         Net Cash used in                    
          Operating Activities        58,013       (121,484)

Cash Flows from Investing Activities:

    Proceeds from Land Sale                         187,423 341,607

    Cost of Land Improvements       (134,422)      (242,360)

    Net Cash provided by 
   Investing Activities                         53,001    99,247

   Net Decrease in Cash 
    and Cash Equivalents                       111,014      
(22,237)

CASH AT JANUARY 1,                   142,345       259,074

CASH AT MARCH 31,                  $ 253,359     $ 236,837
                                    ========      ========
<FN>
               See notes to financial statements.

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

            NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 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 three month period
 ended March 31,  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 three months were as follows:

<TABLE>
<CAPTION>

                                      1997          1996  
                                    ________      ________
  <S>                              <C>           <C>      
   Management Fees                              $   750   $  750
   Real Estate Brokerage
         Commission                              6,030    10,965
   Accounting Fees                                -       300


</TABLE>



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


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31,
1997.

During the first quarter of 1996, the Registrant sold
6 lots at the Hendersonville Property for $23,500 per
lot and one lake front lot for $60,000.  From these
sales proceeds, $120,000 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.

FINANCIAL CONDITION

DEVELOPMENT

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

LIQUIDITY
 
As of April 30, 1997 the Registrant had approximately
$99,475 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 for the
              first quarter of 1997.



 (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:    May 15, 1997          By:/s/ Steven D. Ezell
                               ___________________
                               President



Date:    May 15, 1997          By:/s/ Michael A.
Hartley
                               ______________________
                               Secretary/Treasurer

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