UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
[X] Annual Report Pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1998

[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
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 Number)

One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code: (615) 292-1040

Securities registered pursuant to Section 12(b) of the Act:

Name of each
Title of Each Class exchange on which registered

None None

Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)

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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[X]
The aggregate sales price of the Units of Limited Partnership
Interest to nonaffiliates was $4,200,000 as of February 28, 1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the Public.
There is no current market for these Units.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated April 3, 1989, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.

PART I

Item 1. Business

Hickory Lenders, Ltd. ("Registrant"), is a Tennessee limited
partnership organized on September 15, 1987 pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
General Partner of Registrant is 222 Hickory, Ltd.

Prior to December 31, 1998, Registrant's primary business was
to lend monies to Hickory Hills, Ltd. which owned and operated two
real estate projects. On December 31, 1998, the Registrant began
the process of foreclosing on the debt to Hickory Hills, Ltd. after
the note matured and payment was not made, and 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 impending foreclosure, the Registrant's Financial Statements
included herein, as of December 31, 1998, reflect the transfer of
property to the Lender.

Prior to December 31, 1998, the Registrant's investment
objectives were preservation of capital and capital appreciation
through lending with a participating interest to partnerships
investing in real estate or owning real estate which will
appreciate through the passage of time, growth in the surrounding
areas and the development of the Properties prior to resale. After
December 31, 1998, the Registrant's investment objectives are
preservation of capital, and capital appreciation through the
passage of time, growth in the surrounding areas and the
development of the Properties prior to resale. The Registrant
intends to market the property in a manner that would result in
sales without incurring potential losses.

Narrative Description of Business

The Registrant issued a $3,454,300 participating mortgage note
(the "Lender Financing") in 1988, which matured on December 31,
1998, to Hickory Hills, Ltd. (the "Borrower"), an affiliated
Partnership sharing the same General Partner. The Proceeds of the
Lender Financing were used by the Borrower, together with the
Borrower's equity funds, to acquire the Properties and fund
reserves. The Lender Financing entitled the registrant to receive
a priority return of interest and principal and a 55% profit
participation upon the sale of the properties. On December 31,
1998, the registrant began foreclosure proceedings on the debt to
Hickory Hills, Ltd. after the note matured and payment was not
made, and 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 impending foreclosure, the
Registrant's Financial Statements included herein, as of December
31, 1998, reflect the transfer of property to the Lender.

As of December 31, 1998, the Properties that secured the
Lender Financing consisted of approximately 158 acres in Nashville,
Davidson County, Tennessee and a residential subdivision in
Hendersonville, Sumner County, Tennessee on Old Hickory Lake with
243 lots of which 5 lots remain unsold. The Nashville property was
purchased partially developed. During 1998 and 1997, the
Borrower did certain site work required by sales and made a
contribution to the city towards the future improvements of Old
Hickory Boulevard. The land is expected to be sold for use as
industrial/office distribution and residential property. Extensive
infrastructure development has been completed on the Hendersonville
property.

Nashville Property

There is a significant amount of competition for the
industrial/office distribution property in northern Davidson County
near the airport and along Brick Church Pike, south of the
Property. As competitive sites nearer the City are absorbed, the
Registrant's site should experience more activity. The
Registrant's prices are comparable to its competition.

Hendersonville Property

There is currently a limited amount of competition surrounding
the Harbortowne Development. The Property is located one mile
to the east of Highway 31-E by-pass which provides excellent access
to downtown Nashville. The development offers landscaped yards,
gas heat, and other amenities such as a swimming pool, tennis
courts, and clubhouse. There are several developments in
Hendersonville and Nashville which serve as competition for these
lots.

The Registrant has no employees. Mortgage services are being
provided under a contractual agreement with Landmark Realty
Services Corporation, an affiliate of the General Partner.

Item 2. Properties

As of December 31, 1998, Registrant owned two parcels of land
in Tennessee, composed of 158 acres in Nashville and five
residential lots in Hendersonville. See Item 1 above for a more
detailed description.

Item 3. Legal Proceedings

Registrant is not a party to, nor is any of Registrant's
property the subject of, any legal proceedings other than the
impending foreclosure on collateral securing note from Borrower.

Item 4. Submission of Matters to a Vote of Security Holders

The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.

PART II

Item 5. Market for Registrant's Units of Limited Partnership

Interest and Related Security Holder Matters

There is no established market for the Units and it is not
anticipated that any will exist in the future. The Registrant
commenced an offering to the public on December 3, 1987 of 4,200
Units of Limited Partnership Interest at $1,000 per Unit. The
offering of $4,200,000 was fully subscribed and closed on August
31, 1988. As of February 28, 1999, there were 372 holders of
record of the Units of Limited Partnership Interests.

Distributions of $630,000 were made to unit holders during
1998. There were no material restrictions upon Registrant's
present or future ability to make distributions following the
provisions of Registrant's Limited Partnership Agreement.

Item 6. Selected Financial Data

For the Year Ended
December 31,
1998 1997 1996 1995 1994

Interest
income $ 5,067 5,269 4,449 4,061 5,747
Net loss (19,090) (35,478) (35,323) (34,068) (33,134)
Net loss per limited
partner unit (6.03) (10.06) (9.62) (8.62) (7.89)
Distributions per
limited partner
unit 150 160 120 50 80
Total assets 1,501,015 2,156,342 2,870,608 3,415,022 3,661,211
Note receivable
affiliate - 1,833,601 2,478,601 3,228,601 3,454,300
Interest receivable
affiliate - - - - 84,301

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation

Due to the nature of the Registrant, the majority of its
activity prior to the foreclosure was the result of transactions
with Hickory Hills, Ltd., the Borrower.

Sales

The Borrower sold 1, 17, and 39 lots in 1998, 1997, and 1996
respectively, on the Hendersonville property to Phillips Builders
under the terms of the exclusive option contract negotiated in
1991. Gross sales proceeds were $75,000, $ 436,000, and $992,000
in 1998, 1997, and 1996, respectively. Of the lots sold, the one
in 1998, one of 17 in 1997 and three of the 39 in 1996 were lake
front lots which sold for significantly higher prices and carried
a higher applicable principal balance on the underlying note
payable to the Registrant. The Borrower also sold 71.53, 6.14, and
2.5 acres in 1998, 1997, and 1996, respectively, of the Nashville
property for gross proceeds of $357,650, $500,050, and $188,250,
respectively. From the proceeds of all sales, $375,000, $ 645,000,
and $750,000, in 1998, 1997, and 1996, respectively, was paid to
the registrant in interest and the remainder was retained for
operations and development.

Operations

Other than the foreclosure on the Lender Financing on December
31, 1998, there was been little change in the operations of the
registrant. Future operations of the Registrant will include
management and sales of the Property similar to the activity in
Hickory Hills, Ltd. Debt acquisition costs were fully amortized in
1997.

Financial Condition and Liquidity

At February 28, 1999, the Registrant had $40,264 in cash to
meet its 1999 operating expenses. This cash is not expected to be
sufficient to cover operating expenses for 1999. In the event that
the Partnership has short-term cash deficiency, the General Partner
can defer the collection of fees for certain related party expenses
or grant interest free loans from related parties until cash
becomes available.

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.

Item 8. Financial Statements and Supplementary Data

The Financial Statements required by Item 8 are filed at the
end of this report.

Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
None.
PART III

Item 10. Directors and Executive Officers of the Registrant

Registrant does not have any directors or officers. 222
Hickory, Ltd. is the General Partner. 222 Partners, Inc. is the
general partner of the General Partner and, as such, has general
responsibility and ultimate authority in matters affecting the
Registrant's business.

222 Partners, Inc.

222 Partners, Inc. was formed in September, 1986 and serves as
general partner for several other real estate investment limited
partnerships. The directors of 222 Partners, Inc. are W. Gerald
Ezell, Steven D. Ezell, and Michael A. Hartley.

W. Gerald Ezell

W. Gerald Ezell, age 68, is a director of 222 Partners, Inc.
Until November, 1985, Mr. Ezell had been for over 20 years an
agency manager for Fidelity Mutual Life Insurance Company and a
registered securities principal of Capital Analysts Incorporated,
a wholly owned subsidiary of Fidelity Mutual Life Insurance
Company.

Steven D. Ezell
Steven D. Ezell, age 46, is the President and sole shareholder
of 222 Partners, Inc. He has been an officer of 222 Partners Inc.
from September 17, 1986 through the current period. Mr. Ezell is
President and 50% owner of Landmark Realty Services Corporation.
He was for the prior four years involved in property acquisitions
for Dean Witter Realty Inc. in New York City, most recently as
Senior Vice President. Steven D. Ezell is the son of W. Gerald
Ezell.

Michael A. Hartley

Michael A. Hartley, age 39, serves as a Secretary/Treasurer
and Vice President of 222 Partners, Inc. He has been an officer of
222 Partners, Inc. from September 17, 1986 through the current
period. He is Vice President and 50% owner of Landmark Realty
Services Corporation. Prior to joining Landmark, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.

Item 11. Executive Compensation

During 1998, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."

The General Partner does participate in the Profits, Losses,
and Distributions of the Partnership as set forth in the
Partnership Agreement.

Item 12. Security Ownership of Certain Beneficial Owners and
Management

As of February 28, 1999 no person or "group" (as that term is
used in Section 3 (d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant. As of the above date, the
Registrant knew of no officers or directors of 222 Partners, Inc.
that beneficially owned any of the units of the Registrant. There
are no arrangements known by the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the
Registrant.

Item 13. Certain Relationships and Related Transactions

No affiliated entities have, for the year ending December 31,
1998, earned compensation for services from the Registrant in
excess of $60,000. For a listing of miscellaneous transactions
with affiliates which were less than $60,000, refer to Note 2 of
the notes to Financial Statements in Item 8.

The Registrant loaned $3,454,300 to Hickory Hills, Ltd., an
affiliated partnership, in 1988. The Registrant received $375,000,
$645,000, and $750,000 on the Lender Financing in 1998, 1997 and
1996, respectively. The note was due on December 31, 1998 and the
Registrant began the foreclosure process at that time. Due to the
impending foreclosure, the Registrant's Financial Statements
included herein, reflect the foreclosure as having taken place on
December 31, 1998.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a) (1) Financial Statements
Page
Number
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6

All Schedules have been omitted because they are
inapplicable, not required or the information is included
in the Financial Statements or notes thereto.

(3) Exhibits

3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit
A1 to the Prospectus of Registrant dated December
3, 1987 filed pursuant to Rule 424(b) of the
Securities and Exchange Commission.

10A Loan Agreement by and among Hickory Hills, Ltd. and the
Registrant, incorporated by reference to Exhibit 10.1 of
the Registrant's Form S-18 Registration Statement as
Filed on October 23, 1987.

10B Deed of Trust and Security Agreement by and among Hickory
Hills,Ltd. and the Registrant, incorporated by reference
to Exhibit 10.2 of the Registrant's Form S-18
Registration Statement as filed on October 23, 1987.

10C Promissory Note of Hickory Hills, Ltd. to Hickory
Lenders, Ltd., incorporated by reference to Exhibit 10.3
to Registrant's Form S-18 Registration Statement as filed
on October 23, 1987.

22 Subsidiaries-Registrant has no subsidiaries.

27 Financial Data Schedule

(b) No reports on Form 8-K have been filed during the
last quarter of 1998.
Independent Auditors' Report

The Partners
Hickory Lenders, Ltd.:

We have audited the accompanying balance sheets of Hickory Lenders,
Ltd. (a limited partnership) as of December 31, 1998 and 1997, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1998. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hickory
Lenders, Ltd. at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1998, in conformity with generally
accepted accounting principles.

KPMG LLP

Nashville, Tennessee
January 22, 1999

F-1

HICKORY LENDERS, LTD.
(A Limited Partnership)

Balance Sheets

December 31, 1998 and 1997

Assets 1998 1997

Cash $ 192,414 322,741

Note receivable from affiliate(note 4) - 1,833,601
Land and Improvements held for
investment (note 3) 1,308,601 -

Total Assets $1,501,015 2,156,342

Partners' Equity

Limited Partners (4,200 units
outstanding) $1,501,015 2,156,342
General Partner - -

Commitments and contingencies
(note 2)

Total partners' equity $1,501,015 2,156,342

See accompanying notes to financial statements.

F-2

HICKORY LENDERS, LTD.
(A Limited Partnership)

Statements of Operations

Years ended December 31, 1998, 1997 and 1996

1998 1997 1996
Revenue:
Interest income $ 5,067 5,269 4,449

Expenses:
Mortgage service fee (note 2) 7,000 7,000 7,000
Legal and accounting fees
(note 2) 15,272 11,972 13,067
General and administrative 1,885 3,856 1,785
Amortization - 17,919 17,920

Total expenses 24,157 40,747 39,772

Net loss $ (19,090) (35,478) (35,323)

Net loss allocated to:
Limited partners $ (25,327) (42,266) (40,414)
General partner 6,237 6,788 5,091

Net loss per
limited partner unit $ (6.03) (10.06) (9.62)

Weighted average units
outstanding 4,200 4,200 4,200

See accompanying notes to financial statements.

F-3

HICKORY LENDERS, LTD.
(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 1998, 1997 and 1996

Limited General
partners partner Total
Units Amounts

Balance at

December 31, 1995 4,200 $3,415,022 - 3,415,022

Net loss - (40,414) 5,091 (35,323)

Distributions to
partners (note 5) - (504,000) (5,091) (509,091)

Balance at
December 31, 1996 4,200 2,870,608 - 2,870,608

Net loss - (42,266) 6,788 (35,478)

Distributions to - (672,000) (6,788) (678,788)
partners(note 5)

Balance at
December 31, 1997 4,200 2,156,342 - 2,156,342

Net loss - (25,327) 6,237 (19,090)

Distributions to
partners (note 5) - (630,000) (6,237) (636,237)

Balance at
December 31, 1998 4,200 $1,501,015 - 1,501,015

See accompanying notes to financial statements.

F-4

HICKORY LENDERS, LTD.
(A Limited Partnership)

Statements of Cash Flows

Years ended December 31, 1998, 1997 and 1996

1998 1997 1996

Cash flows from operating
activities:
Net loss $ (19,090) (35,478) (35,323)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Amortization - 17,919 17,920

Net cash used in operating
activities (19,090) (17,559) (17,403)

Cash flows from financing activities:

Distributions to partners (636,237) (678,788) (509,091)
Payments received on note
receivable applied to
principal 525,000 645,000 750,000

Net cash (used in) provided by
financing activities (111,237) (33,788) 240,909

Net (decrease) increase in
cash (130,327) (51,347) 223,506

Cash at beginning of year 322,741 374,088 150,582

Cash at end of year $ 192,414 322,741 374,088

Supplemental disclosure of cash flows information:
Cash paid during the year
for state income taxes $ - 2,968 1,121
Supplemental disclosure of non-cash transactions:
Land and improvements received
as settlement of note
receivable from affiliate 1,308,601 - -

See accompanying notes to financial statements.
F-5
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1998 and 1997

(1) Summary of Significant Accounting Policies

(a) Organization

Hickory Lenders, Ltd. (the Partnership), a Tennessee limited
partnership, was organized on September 15, 1987, to lend
amounts to corporations, partnerships and other entities
engaged primarily in the business of owning and operating
real estate. The General Partner is 222 Hickory, Ltd., and
the general partner of 222 Hickory, Ltd. is 222 Partners,
Inc. The Partnership prepares financial statements and
income tax returns on the accrual method and includes only
those assets, liabilities, and results of operations which
relate to the business of the Partnership.

(b) Estimates

Management of the Partnership has made estimates and
assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
Actual results could differ from those estimates.

Cash belonging to the Partnership is combined in an account
with funds from other partnerships related to the general
partner.

(d) Land and Improvements Held for Investment

Land is recorded at the value of the outstanding principal
and accrued interest outstanding at December 31, 1998, and
includes two tracts of undeveloped land representing
approximately 158 acres as of December 31, 1998. In
addition, the Partnership owns one tract of land developed
into residential lots with 5 lots remaining at December 31,
1998. The land and improvements were recorded at their fair
value on December 31, 1998, the date the property was
obtained upon foreclosure of the note receivable.
The Partnership adheres to the provisions of SFAS NO. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." SFAS No. 121 requires
that long-lived assets to be disposed of be reported at the
lower of the carrying amount or fair value less estimated
costs to sell. If such assets are considered impaired, the
impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair
value of the assets less estimated costs to sell.
F-6
HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements

(1) Summary of Significant Accounting Policies

(d) Land and Improvements Held for Investment(continued)

Impairment is recognized through the establishment of an
allowance for impairment with a corresponding charge to
operations. Losses upon the sale of the assets are charged
to the allowance. Based upon management's analysis of
discounted future net cash flows, the Partnership's land and
improvements held for investment does not meet definitions
of impairment under SFAS No. 121 at December 31, 1998.

(e) Deferred Loan Costs

Deferred loan costs were amortized by the straight-line
method over the ten year term of the note receivable from
the affiliate.

(f) Income Taxes

No provision has been made for Federal income taxes
since such taxes are the personal responsibility of the
partners. The Partnership is subject to a six percent state
tax on certain interest income.

Annually, the partners receive from the Partnership, IRS
Form K-1's, which provide them with their respective share
of taxable income or losses, deductions, and other tax
related information. The only difference between the tax
basis and reported amounts of the Partnership's assets and
liabilities relates to the recognition of interest income.
For income tax purposes, the note receivable is still
outstanding and the principal balance accrues interest at a
compounded interest rate of 7.2% per annum. This results in
no book basis for the note receivable and interest
receivable at December 31, 1998 compared to a tax basis of
$3,454,300 and $596,718, respectively.

F-7

HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements

(1) Summary of Significant Accounting Policies(continued)

(g) Partnership Allocations

Net profits, losses and distributions of cash flow of the
Partnership are allocated to the partners in accordance with
the Partnership agreement as follows:

Partnership net profits are allocated first to any partner
with a negative balance in their capital account, determined
at the end of the taxable year as if the Partnership had
distributed cash flow, in proportion to the negative capital
balance account of all partners until no partner's capital
account is negative. Net profit allocations are then made
to the limited partners up to the difference between their
capital account balances and the sum of their adjusted
capital contributions (capital balance, net of cumulative
cash distributions in excess of preferred returns - 12%
annual cumulative return on capital contributed). Any
remaining net profit allocations are then made to the
limited partners until the taxable year in which cumulative
profits to the limited partners equal their adjusted capital
contribution plus an unpaid preferred return (12% annual
cumulative return on capital contributed). Net profits are
then allocated to the general partner until the ratio of
the general partner's capital account balance to the capital
account balances, in excess of adjusted capital
contributions and unpaid preferred return, of all limited
partners is 27% to 73%. Thereafter, profits are generally
allocated 27% to the general partner and 73% to the limited
partners. Net losses are allocated to the partners in
proportion to their positive capital accounts.

Partnership distributions are allocated 99% to the limited
partners and 1% to the general partner in an amount equal to
their preferred return (12% annual cumulative return on
capital contributed), 99% to the limited partners and 1% to
the general partner until the limited partners have received
an amount equal to their adjusted capital contributions, and
then 73% to the limited partners and 27% to the general
partner.

Cumulative unpaid preferred returns are $2,680,348 and
$2,806,348 at December 31, 1998 and 1997, respectively.

F-8

HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements

(1) Summary of Significant Accounting Policies(continued)

(h) Comprehensive Income

Effective January 1, 1998, the Partnership adopted Statement
of Financial Accounting Standards SFAS No. 130 Reporting
Comprehensive Income. SFAS No. 130 establishes 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 years ended December 31, 1998 and 1997, the
Partnership had no components of other comprehensive income.
Accordingly, comprehensive loss for each of the years was
the same as net loss.

(2) Related Party Transactions

The general partner and its affiliates have been actively
involved in overseeing the note receivable agreement and
foreclosure. Affiliates of the general partner receive fees
for performing certain services. Expenses incurred for
these services during 1998, 1997, and 1996 are as follows:
1998 1997 1996

Mortgage service fee $ 7,000 7,000 7,000
Accounting fees 2,522 1,850 2,100

(3) Land and Improvements Held for Investment

The components of land and improvements held for investment
at December 31, 1998 are as follows:

Land $ 631,322
Land Improvements 677,279
--------
$1,308,601

The aggregate cost of land and improvements held for
investment for Federal Income Tax purposes was $ 0 at
December 31, 1998.
F-9
HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements

(4) Note Receivable From Affiliate

The note receivable at December 31, 1997 from affiliate
represents a $3,454,300 note receivable from Hickory
Hills, Ltd., an affiliate sharing the same General Partner.
This note receivable accrued simple interest at 10% per
annum plus "additional interest" upon the sale of any
portion of the collateral equal to 55% of the "net
revenues", as defined in the Participating Loan Agreement.
The note was secured by a mortgage on the debtor's land and
improvements held for investment in Davidson County and
Sumner County, Tennessee and by a security interest in any
cash reserves or investment securities held by the debtor.
Unpaid accrued interest and principal payments become due
upon the sale of the property or any portion thereof to the
extent cash is available, but no later than December 31,
1998. The note became due on December 31, 1998 and the
Partnership began foreclosure proceedings.

Prior to December 31, 1998, the Partnership had determined
that the note receivable from the affiliate was impaired and
the note had been on a nonaccrual status. At December 31,
1998 and 1997,interest that was not accrued amounted to
$1,126,627. The average recorded investment in the impaired
note receivable during 1997 was $2,156,101. The Partnership
did not recognize interest income on the note receivable in
any of the years in the three year period ending December
31, 1998, due to the lack of principal reductions and
continued net losses by the Borrower.

(5) Distributions

For the years ended December 31, 1998, 1997 and 1996, the
Partnership made distributions to its partners totaling
$636,237, $678,788 and $509,091, respectively. Of these
amounts, 99% was allocated to the limited partners ($150 per
unit, $160 per unit, and $120 per unit, respectively) and
1% was allocated to the general partner.

(6) Fair Value of Financial Instruments

At December 31, 1998 and 1997, the carrying amount of cash
approximates fair value because of the short maturity of
this financial instrument.

F-10

Independent Auditors' Report

The Partners of
Hickory Lenders, Ltd.:

Under date of January 22, 1999, we reported on the balance sheets
of Hickory Lenders, Ltd. as of December 31, 1998 and 1997, and the
related statements of operations, partners'equity, and cash
flows for each of the years in the three-year period ended December
31,1998. These financial statements and our report thereon are
included elsewhere herein. In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement schedule as listed in the accompanying
index. This financial statement schedule is the responsibility of
the Partnership's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.

KPMG LLP

Nashville, Tennessee
January 22, 1999

S-1

HICKORY LENDERS, LTD.
(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation*
December 31, 1998

Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period

Description Encum- Land Building Improve- Carrying Land Building Total Accumu- Date of Date
brances and improve- ments costs and improve- lated de- construc-acquired
ments ments preciation tion
----------- ------ ---- ----------------------------------------- ------- -----------
5 residential lots in
Sumner Co., TN - 65,430 - - - 65,430 - 65,430 - none 12/98*

158 acres of land in
Davidson Co., TN - 1,243,171 - - - 1,243,171 - 1,243,171 - none 12/98*

Total - 1,308,601 - - - 1,308,601 - 1,308,601 -

Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated
depreciation and depreciable lives are non applicable.

*As the Note holder is currently in default on the loan and the foreclosure process has begun, the
Registrant's Financial Statements included herein reflect the foreclosure as having taken place on
December 31, 1998 and the properties effectively transferred to the Registrant in settlement of borrowings.

/TABLE

HICKORY LENDERS, LTD.
(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

1998

(1) Balance at beginning $ - 0 -
of Period
Additions during period:
Improvements

Properties effectively transferred
in settlement of borrowings 1,308,601

Deductions during period:

none - 0 -

Balance at end of period $1,308,601

(2) Aggregate cost for
Federal income tax purposes $ -0-

See accompanying independent auditors' report.

S-2

HICKORY LENDERS, LTD.
(A Tennessee Limited Partnership)

Exhibit Index

Exhibit

3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit A1 to
the Prospectus of Registrant dated December 3, 1987 filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.

10A Loan Agreement by and among Hickory Hills, Ltd. and
Hickory Lenders, Ltd., incorporated by reference to
Exhibit 10.1 to Registrant's Form S-18 Registration
Statement as filed on October 23, 1987.

10B Deed of Trust and Security Agreement by and among Hickory
Hills, Ltd. and the Registrant, incorporated by reference
to Exhibit 10.1 of the Registrant's Form S-18
Registration Statement as filed on October 23, 1987.

10C Promissory Note of Hickory Hills, Ltd. to Hickory
Lenders, Ltd., incorporated by reference to Exhibit 10.3
to Registrant's Form S-18 Registration Statement as filed
on October 23, 1987.

22 Subsidiaries-Registrant has no subsidiaries.

27 Financial Data Schedule

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 31, 1999 By: /s/Steven D. Ezell
President and Director

DATE: March 31, 1999 By: /s/Michael A. Hartley
Vice-President and Director

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

HICKORY LENDERS, LTD.

By: 222 Hickory, Ltd.
General Partner

By: 222 Partners, Inc.
General Partner

DATE: March 31, 1999 By: /s/Steven D. Ezell
President and Director

DATE: March 31, 1999 By: /s/Michael A. Hartley
Vice-President and Director

Supplemental Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:

No annual report or proxy material has been sent to security
holders.