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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, 1999

                         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 LENDERS, LTD.
    (Exact name of Registrant as specified in its
charter)


Tennessee                           62-1336905
(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 LENDERS, LTD.
          (A Tennessee Limited Partnership)


                FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1999 and 1998


                        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 LENDERS, LTD.
               (A Limited Partnership)

                   BALANCE SHEETS
                     (Unaudited)



<CAPTION>
                               March 31,   December 31,
                                 1999          1998    
                               ---------     --------  
<S>                              <C>           <C>        

               ASSETS

Cash                        $    188,392   $   192,414    

Land & Improvements Held
  For Investment               1,308,601     1,308,601      


          Total Assets      $  1,496,993   $ 1,501,015     
                              ==========    ==========



                 PARTNERS' EQUITY


Partners' Equity:

  Limited Partners (4,200 units
     outstanding)             1,496,993       1,501,015   
  General Partner                     -               -

  
  Total Partners' Equity   $  1,496,993    $  1,501,015    
                             ==========      ==========




<FN>
               See accompanying notes to financial statements.

/TABLE
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<TABLE>


                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>

                                     Three months ended
                                          MARCH 31,
                                    ____________________

                                   1999           1998
                                   ____           ____

<S>                                <C>            <C>    
REVENUE:
    Interest Income              $    -           2,880    
EXPENSES:

    Legal & Accounting Fees        2,272          6,900           
    Property Management Fee        1,750           -
    Mortgage Servicing Fee          -             1,750          
 

          Total Expenses           4,022          8,650       


NET LOSS                         $(4,022)      $ (5,770)      









<FN>
                See accompanying notes to financial statements

</TABLE>
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<TABLE>


                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF CASH FLOWS
                           (Unaudited)    

<CAPTION>

                                  Three months ended
                                      MARCH 31, 
                                   1999         1998
<S>                               <C>           <C>    
Cash Flows from Operating Activities:

    Net Loss                     $ (4,022)    $(5,770)    
    Adjustments to reconcile Net 
    Loss to Net Cash used in 
    Operating Activities:
      
    Increase in Accounts Payable        -       1,400         
                  
          Net Cash used in 
          Operating Activities     (4,022)     (4,370)      


Cash Flows from Financing Activities:

    Principal payments received         -      375,000    
    Cash Distributions                  -     (636,237)    

          Net Cash used in 
          Financing Activities          -     (261,237)    
        
          Net Decrease in Cash     (4,022)    (265,607)    


CASH AT JANUARY 1,                192,414      322,741      

CASH AT MARCH 31,              $  188,392     $ 57,134       
                                =========     ========


<FN>
               See accompanying notes to financial statements.
/TABLE
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                      HICKORY LENDERS, LTD.
                     (A Limited Partnership)

                 NOTES TO FINANCIAL STATEMENTS

       For the Three Months Ended March 31, 1999 and 1998
                           (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, 1998.  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, 1999 may not be indicative of the
     results  that  may be expected for the year ending December
     31, 1999.


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>
                            1999       1998  
                          ________   ________
<S>                         <C>        <C>      
  Management Fees         $ 1,750    $ 1,750   
  Accounting Fees         $   400          -

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

                  NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 1999 and 1998
        (continued)                   (Unaudited)

C. COMPREHENSIVE INCOME

     During the three month periods ended March 31, 1999 and 1998,
     the Partnership had no components of other comprehensive
     income.  Accordingly, comprehensive income for each of the
     periods was the same as net loss.

D.  FORECLOSURE

     On December 31, 1998, the Partnership began the process of
     foreclosing on the debt to Hickory Hills, Ltd. after  the note
     matured and payment was not made.  Due to the intended
     foreclosure, the Financial Statements included herein, as of
     December 31, 1998, reflect the transfer of property to the
     Lender.  Foreclosure proceeding are not expected to be
     complete until mid-1999.<PAGE>
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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, 1999.

The  Partnership's  primary business was to lend monies to Hickory
Hills, Ltd.  On December 31, 1998, the Partnership began the
process of foreclosing on the debt to Hickory Hills, Ltd. after 
the note matured and payment was not made.  The general partner
determined that the value of the underlying collateral could not
result in full payment of the debt and accrued interest.  Due to
the intended foreclosure, the Financial Statements included herein,
as of December 31, 1998, reflect the transfer of property to the
Lender.  Foreclosure proceedings are expected to be complete in the
second quarter of 1999.

The general partner and its affiliates have been actively involved
in managing the Partnership, the Property and the foreclosure. 
  
FINANCIAL CONDITION

LIQUIDITY

At April 30, 1999, the Registrant had approximately $36,642 in cash
reserves.  These funds are expected to be sufficient to fund
operations through 1999.

Year 2000

In 1998, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant
computer programs and certain equipment which contain
microprocessors.  The Plan is addressing the issue of computer
programs and embedded computer chips being unable to distinguish
between the year 1900 and the year 2000, if a program or chip uses
only two digits rather than four to define the applicable year. 
The Partnership has divided the Plan into five major phases-
assessment, planning, conversion, implementation and testing. 
After completing the assessment and planning phases earlier year,
the Partnership is currently in the conversion, implementation, and
testing phases.  Systems which have been determined not to be Year
2000 compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance.  The Plan anticipates
that by mid-1999 the conversion, implementation and testing phases
will be completed.  Management believes that the total remediation
costs for the Plan will not be material to the operations or
liquidity of the Partnership.

The Partnership is in the process of identifying and contacting
critical suppliers and other vendors whose computerized systems
interface with the Partnership's systems, regarding their plans and
progress in addressing their Year 2000 issues.  The Partnership has
received varying information from such third parties on the state
of compliance or expected compliance.  Contingency plans are being
developed in the event that any critical supplier or customer is
not compliant.  

The failure to correct a material Year 2000 problem could result in
an interruption in, or failure of, certain normal business
activities or operations.  Such failures could materially and
adversely affect the Partnership's operations, liquidity and
financial condition.  Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third-party suppliers and customers, the
Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on
the Partnership's operations, liquidity or financial condition.



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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 1999

 (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 LENDERS, LTD.
                        By: 222 HICKORY, LTD.
                               General Partner


                               By:222 PARTNERS, INC.
                                  General Partner



Date:    May 15, 1999             By:/s/ Steven D. Ezell
                               President



Date:    May 15, 1999             By:/s/Michael A. Hartley
                                  Secretary/Treasurer

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