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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, 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 Nine Months Ended September 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)

                              BALANCE SHEETS
                                (Unaudited)


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

                    ASSETS

CASH                                  $ 73,907     $  142,345

RESTRICTED CASH                        163,513        258,676

LAND & IMPROVEMENTS HELD 
  FOR INVESTMENT                     2,356,562      2,473,839

OTHER ASSETS                               280            280

         Total Assets               $2,594,262   $  2,875,140
                                    ==========     ==========



                     LIABILITIES AND PARTNERS' EQUITY


Accrued Interest Payable             $1,043,578    $1,126,627

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

Other Accrued Expenses                   63,300        92,537

Partners' Deficit:

    Limited Partners (1,800 units 
      outstanding                    (1,967,016)   (1,798,424)
    General Partner                         100           100 

    Total Partners' equity           (1,966,916)   (1,798,324)

    Total Liabilities & 
    Partners' Deficit                $2,594,262    $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 Ending           Year to Date
                                Ending September 30,
                        1997        1996       1997      1996
                     -------     -------    -------   -------
<S>                <C>       <C>         <C>          <C>
REVENUE:

  Land Sales 

   Sale Proceeds  $       -     415,000    436,000   780,500 
   Cost of 
    Land Sold             -    (260,211)  (280,376) (515,570)
   Closing Costs          -     (24,405)   (28,877)  (51,118)

   Gain(Loss) on
    Sale of Land          -     130,384    126,747   213,812 

   Interest Income      600       2,067      9,231    15,011 
   

    Total Revenue       600     132,451    135,978   228,823 


EXPENSES:

  Management Fees       750         750      2,250     2,250 
  Legal & 
   Accounting Fees        -         300     12,270    13,282 
  General & Admin.
   Expenses             443         851      4,101     6,031 
  Land Maint. Fees        -       8,395     23,998    24,182 
  Interest Expense   87,317      87,317    261,951   261,951 
  
     Total Expenses  93,492      97,613    304,570   307,696 

NET INCOME (LOSS)   (92,892)     34,838   (168,592)  (78,873)









<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
                                            SEPTEMBER 30,
                                           --------------
                                         1997           1996

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

  Net Income                        (168,592)       (78,873)
  Adjustments to reconcile 
  Net Income to Net Cash used 
  in Operating Activities:
        Interest Payments made 
          on Note Payable           (345,000)      (400,000)
        Increase in Accrued 
          Interest Payable           261,951        261,951 
        Change in Accrued 
          Property Taxes                   -         (9,855)
        Change in Other Assets             -         21,013 
        Gain on Sale of Land        (126,747)      (213,812)
        Increase in Accrued Expenses (29,237)         4,500 
        Change in Escrow Deposits     95,163          5,313 

        Total Adjustments           (143,870)      (330,890)      

        Net Cash used in 
        Operating Activities        (312,462)      (409,763)

Cash Flows from Investing Activities:

  Net Sale Proceeds                  407,123        729,382 
  Land Improvements                 (163,099)      (429,372)

        Net Cash provided by
        Investing Activities         244,024        300,010 

        Net Increase/(Decrease) 
        in Cash and Cash Equivalents (68,438)      (109,753)


CASH AT JANUARY 1,                   142,345        259,074 

CASH AT SEPTEMBER 30,                 73,907       $149,321 
                                     ========      ======== 


<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, 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 nine
  month period ended September 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 nine months were as
  follows:

<TABLE>
<CAPTION>
                                   1997           1996 
                                 ________      ________
<S>                            <C>               <C>
        Management Fees            $2,250         2,250
        Real Estate Brokerage
          Commission               13,080        23,415
        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 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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<PAGE> 7
 
 
 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 RESULTS OF OPERATIONS FOR THE QUARTER ENDED September 30, 1996.
 
 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 in _____________.
 
 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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<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 21, 1997                By:/s/ Steven D. Ezell
                                            
                                               
                                                 President
 
 
 
 Date:  November 21, 1997                By:/s/ Michael A. Hartley
                                            
                                             
                                                Secretary/Treasurer