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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 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, 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 HILLS, LTD.
                     (A Limited Partnership)

                         BALANCE SHEETS
                           (Unaudited)

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

CASH                           $  75,424     $  103,869

RESTRICTED CASH                   26,387         24,813

OTHER ASSETS                         280            280

         Total Assets         $  102,091   $    128,962
                              ==========     ==========



                LIABILITIES AND PARTNERS' EQUITY (DEFICIT)


Accounts Payable and
Accrued Expenses              $  102,624   $    128,158

    Total Liabilities            102,624        128,158

Partners'Equity (Deficit):

    Limited Partners (1,800 units 
      outstanding)                  (633)           704
    General Partner                  100            100 

    Total Partners' equity  
    (deficit)                      (533)           804
    Total Liabilities & 
    Partners' Equity        
    (Deficit)                  $ 102,091    $   128,962 
                              ==========    ===========
<FN>
               See accompanying notes to financial statements.
/TABLE
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<TABLE>
                       HICKORY HILLS, LTD.
                     (A Limited Partnership)

                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>
                                       Three months    
                                          Ended
                                        MARCH 31,    
                                  _____________________
                                    1999           1998
                                    ____           ____
<S>                                 <C>            <C>        
REVENUE:

    Land Sales
     Sales of Land and        
     Improvements            $        -      $ 432,650    
     Cost of Land and         
     Improvements Sold                -       (399,049)      
     Selling Expenses                 -        (43,900)
        Loss on Sale of
        Land                          -        (10,299)       

    Interest Income               1,573          5,748
    Miscellaneous Income             95              -         

              Total Revenue       1,668         (4,551) 


EXPENSES:
   
    Management Fees                   -            750     
    Legal & Accounting Fees       2,400          7,711 
    General & Admin. Expenses         -          2,954         
    Land Maintenance Fees             -         22,322          
    Interest Expense                605         87,317      
  
              Total Expenses      3,005        121,054 


NET LOSS                     $  (1,337)    $  (125,605)





<FN>
                See accompanying notes to financial statements

/TABLE
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<TABLE>
                       HICKORY HILLS, 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                          $   (1,337)    $(125,605)

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

   Cost of Sales of Land
         and Improvements                  -        399,049 

   Cost of Land and Improvements
         held for Investment               -        (37,970)   
   Interest Payments made 
         on Note Payable                   -       (375,000)     
   Increase in Accrued
         Interest Payable                  -         87,317     
   Decrease in Accounts Payable
   and Accrued Expenses               (25,534)       (6,098)      
      Increase in
         Restricted Cash               (1,574)       (1,738)

         Net Cash used in                    
          Operating Activities        (28,445)      (60,045) 

   Net Decrease in Cash               (28,445)      (60,045)
 
CASH AT JANUARY 1,                    103,869       180,308   

CASH AT MARCH 31,                  $   75,424   $   120,263
                                     ========       ========
<FN>
               See accompanying 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, 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                 $     -       $   750
   Real Estate Brokerage
         Commission                      -        16,556
   Accounting Fees                     400             -
  
</TABLE>



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                 HICKORY HILLS, LTD.
               (A Limited Partnership)

            NOTES TO FINANCIAL STATEMENTS

      For the Three Months Ended March 31, 1999
      (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 Hickory Lenders, Ltd. began the
     process of foreclosing on the debt to the Partnership 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.
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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.

At December 31, 1998, the Registrant was involved in foreclosure
proceedings for failure to make debt payments.  The Registrant 
expects to dissolve the partnership in late 1999.  Any cash held
after the foreclosure would go to the Lender. As the Registrant is
currently involved in foreclosure proceedings, the Registrant's
Financial Statement included herein reflects the foreclosure as
having taken place on December 31, 1998 and the properties
effectively transferred to the Lender in settlement of borrowings.

Due to the foreclosure, the Registrant is operating with a minimal
amount of activity.

FINANCIAL CONDITION

LIQUIDITY
 
As of April 30, 1999 the Registrant had approximately $49,536 in 
cash reserves.  These funds are expected to be sufficient through
the completion of the foreclosure then all remaining cash will go
to the Lender.

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 HILLS, 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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