UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459

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, 1996

[ ] 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
33-5785-A

NASHVILLE LAND FUND, LTD.
(Exact name of Registrant as specified in its charter)

Tennessee 62-1299384
(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:

Title of each class Name of each 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 non-affiliates was $7,500,000 as of
February 28, 1997.

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.

PART I
Item 1. Business

Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee
limited partnership organized on March 26, 1986, 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 Partners, Inc.

Registrant's primary business is to own and hold for
investment undeveloped real properties located in Goodlettsville,
Sumner County and Nashville, Davidson County, Tennessee (the
"Property"). Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the Property
due to development of the immediately surrounding areas and the
growth of the communities generally.

Financial Information About Industry Segments

The Registrant's activity, investment in land, is within
one industry segment and geographical area. Therefore, financial
data relating to the industry segment and geographical area is
included in Item 6 - Selected Financial Data.

Narrative Description of Business

The Registrant is holding for investment approximately 58
sellable acres of land in various stages of development in
Goodlettsville, Sumner County and Nashville, Davidson County,
Tennessee. These properties will be referred to respectively as
North Creek Business Park Property and Larchwood Property in the
remainder of this report.

The North Creek Business Park Property is approximately
44 acres of land. It is subdivided into 20 tracts, which are
cleared, graded and improved with roads and utilities. The North
Creek Business Park Property is located in the incorporated City of
Goodlettsville, approximately 12 miles north of downtown Nashville,
and is zoned Commercial PUD. It is intended for office users.

An affiliate of the General Partner, North Creek
Associates, Ltd., owns land in the immediate vicinity of North
Creek Business Park. North Creek Associates, Ltd.'s land is
intended primarily for retail and apartment use. The retail site,
called North Creek Commons, does not directly compete with the
Registrant due to their different uses.

The Larchwood Property is approximately 14 acres located
in Nashville, Davidson County. It is subdivided into 4 tracts,
which are cleared and graded. One of the four tracts is zoned for
residential use, and all remaining acreage is zoned Commercial PUD.

Competition:
The competition surrounding the Registrant's Property has
had very little change in the recent years. The competitive sites
have also seen little activity in the past year and are asking
similar prices to the Registrant.

The Registrant has no employees. Partnership management
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, 1996, Registrant owned approximately
58 sellable acres of land in Goodlettsville, Sumner County, and
Nashville, Davidson County, Tennessee. These properties consist of
44 acres in the North Creek Business Park and 14 acres of the
Larchwood Property. For further information, see Item 1 above.

Item 3. Legal Proceedings

Registrant is not a party to, nor is any of Registrant's
property the subject of, any material legal proceedings.

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 June 26, 1986 of 7,500 Units
of limited partnership interests at $1,000 per Unit. The offering
of $7,500,000 was fully subscribed and closed on July 31, 1986. As
of February 28, 1997, there were 459 holders of record of the 7,500
Units of limited partnership interests.

There are no material restrictions upon Registrant's
present or future ability to make distributions in accordance with
the provisions of Registrant's Limited Partnership Agreement.

Item 6. Selected Financial Data

For the Year Ended December 31,

1996 1995 1994 1993 1992

Total Revenue $48,475 441,335 124,358 183,105 132,101
Net (loss)
Earnings (935,415) 242,773 11,389 74,306 28,549
Net (loss) Earnings
per limited
partner unit (124.72) 32.37 1.52 9.91 3.81
Total Assets 4,220,840 5,159,939 6,430,985 6,390,008 6,469,190
Cash Distributions
per limited
partner unit - 200 - 20 -

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

Results of Operations

Sales

In August, 1996, the Registrant sold .64 acres of the
Larchwood Property for approximately $108,000. Proceeds were
retained to meet the operating expenses of the Registrant. In
1995, the Registrant sold approximately one acre for approximately
$184,000. There were no sales during 1994.

Also during 1995, the Registrant received $1,490,292 as
payment of interest and principal on the Note receivable. These
proceeds together with the sale proceeds were used to make a $1.5
million distribution to the partners.

Analysis of Operations

Several of the accounts of the Registrant fluctuated due to
the receipt of the Stewart's Ferry Note receivable in September
1995. The majority of the Registrant's interest income was from
this note receivable. The minimal interest income in 1996 is due
to the lack of income from this note due to its retirement in 1995.
The fluctuation in interest from 1995 to 1994 is due to a nine
month period of interest accrual versus a twelve month period in
1994.

The income from profit participation relates to the note
receivable from Stewart's Ferry Joint Venture that was received as
part of the sale proceeds from the 1987 land sale to Stewart's
Ferry. The Partnership received an equity participation agreement
during negotiations with the borrower. The agreement generally
provided for the proceeds from the sale of the secured land to be
allocated as follows: 1) a full repayment of principal and all
accrued interest, 2) the borrower receiving $871,986, and 3) any
remaining proceeds from the sale of the land securing the note were
to be divided equally between the borrower and the Partnership. In
September 1995, the land was sold. The note receivable was
collected in full and a profit participation of $245,659 was
recognized by the Partnership. This income was a singular event
and will not recur.

The 1995 commission expense relates to the 1987 land sale to
Stewart's Ferry Joint Venture which incurred a commission of
$208,152. $124,152 was paid in 1987. The remaining $84,000 plus
interest was to be paid upon collection of the note receivable. In
error, the unpaid part of the commission was not accrued in 1987.
This error was not noticed until payment of the commission in 1995.
Management decided not to treat the late commission as a prior
period adjustment because it was less than 4% of the original sale
proceeds and less than 2% of Partners' equity. The commission
expense was recognized in 1995 when paid. Generally, all
commissions on land sales are paid at the date of the sale and are
reflected as selling expenses.

Asset writedown expense in 1996 relates to the Registrant's
reevaluation of the carrying value of land and improvements held
for investment under Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of." This Statement, which
was initially adopted January 1, 1996, requires that long-lived
assets and certain identifiable intangibles be reviewed for
impairment on a property by property basis whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less
costs to sell. The fair value of the assets can be determined
externally using appraisals or internally using discounted future
net cash flows. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets.

In the fourth quarter of 1996, as a result of this review, the
Partnership revised its assumptions used in developing its
estimated fair value and determined that certain properties were
impaired.

As required by SFAS No. 121, the carrying value of the
Larchwood Property was written down $877,154 to a value of
$1,198,440. This value is based on management's best estimate of
future cash flows based on the Partnership's experience in
disposing of these properties. The resulting non-cash charge is
reflected in the accompanying 1996 statement of operations.

Management believes that the estimates used in evaluating the
adoption of SFAS No.121 were reasonable. However, actual results
could differ from these estimates.

This evaluation will be repeated annually, or more often if
the general partner feels that is necessary and the reserve for the
decline in value of land and improvements will be adjusted.

Architect and Engineering fees in general are incurred as the
Partnership prepares for land sales. Some sales require more
engineering than other sales. The 1994 fees can be attributed to
the sale that closed in January 1995. The 1995 and 1996 fees
generally relate to the 1996 sale. The fees are expended as
incurred because there can be no assurances that the related sales
will close as expected.

Financial Condition and Liquidity

At February 28, 1997, $108,949 was held in cash and cash
equivalents to cover partnership administrative expenses. The
General Partner believes that the 1997 cash expenses will remain
comparable to those incurred in the recent past. Therefore, the
present cash balances should provide sufficient liquidity for 1997.
Sales of the land held for investment are the Registrant's primary
sources of additional capital resources and liquidity.

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
Partners, Inc. is the General Partner of the Registrant and as such
has general responsibility and ultimate authority in matters
affecting Registrant's business.

222 Partners Inc.

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

Officers and Directors of 222 Partners, Inc. are as follows:

W. Gerald Ezell, age 66, serves on the Board of Directors 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, age 44, 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.
For the prior four years, Mr. Ezell was 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, age 37, is Secretary/Treasurer and a 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 in 1986, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.

Item 11. Executive Compensation

During 1996, 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 Registrant as set forth in the Partnership
Agreement.

Item 12. Security Ownership of Certain Beneficial Owners and
Management

As of February 28, 1997 no person or "group" (as that term is
used in Section 13(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,
1996, earned or received compensation or payments 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 3 of the Financial Statements included
herein.

PART IV

Item 14. Exhibits Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements

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

(2) Financial Statement Schedules

Independent Auditors' Report S-1

Schedule III - Real Estate and Accumulated
Depreciation S-2

(3) Exhibits

3 Amended and Restated Certificate and
Agreement of limited Partnership,
incorporated by reference to Exhibit A
to the Prospectus of Registrant dated
June 26, 1986 filed pursuant to Rule 424 (b)
of the Securities and Exchange Commission.

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 1996.

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.

NASHVILLE LAND FUND, LTD.

By: 222 Partners, Inc.
General Partner

DATE: March 27, 1997 By:/s/ Steven D. Ezell
President and Director

DATE: March 27, 1997 By:/s/ Michael A. Hartley
Secretary Treasurer

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.

NASHVILLE LAND FUND, LTD.

By: 222 Partners, Inc.
General Partner

DATE: March 27, 1997 By:/s/ Steven D. Ezell
President and Director

DATE: March 27, 1997 By:/s/ Michael A. Hartley
Secretary/Treasurer

Supplement 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.

Independent Auditors' Report

The Partners
Nashville Land Fund, Ltd.:

We have audited the accompanying balance sheets of Nashville Land
Fund, Ltd. (a limited partnership) as of December 31, 1996 and
1995, and the related statements of operations, partners' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1996. 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
Nashville Land Fund, Ltd. at December 31, 1996 and 1995, and the
results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 1996, in conformity
with generally accepted accounting principles.

As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" on January 1, 1996.

KPMG Peat Marwick LLP

Nashville, Tennessee
January 20, 1997
F-1

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Balance Sheets

December 31, 1996 and 1995

Assets 1996 1995

Cash and cash equivalents $ 153,733 163,842
Land and improvements held for
investment, less valuation allowance
of $877,154 in 1996 (note 2) 4,066,832 4,995,822
Other assets 275 275
__________ _________
Total assets $ 4,220,840 5,159,939

Liabilities and Partners' Equity

Liabilities:
Accounts payable $ 74 984
Accrued property taxes 32,462 35,236
______ ______
Total liabilities 32,536 36,220

Partners' equity:

Limited partners, 7,500 units
outstanding 4,188,218 5,123,614
Special limited partner 4 5
General partner 82 87

Total partners' equity 4,188,304 5,123,719

Commitments (note 3)

Total liabilities
and partners' equity $ 4,220,840 5,159,939

See accompanying notes to financial statements.

F-2

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Statements of Operations

For the Years Ended December 31, 1996, 1995 and 1994

1996 1995 1994
Revenue:
Sale of land and improvements $ 107,812 184,109 -
Cost of land and
improvements sold (48,686) (85,036) -
Selling expenses (note 3) (17,284) (16,414) -

Gain on sale of land 41,842 82,659 -

Interest 6,133 112,587 123,158
Income from profit participation
on note receivable - 245,659 -
Miscellaneous 500 430 1,200

Total revenues 48,475 441,335 124,358

Expenses:

Writedown of land held for
investment (note 2) 877,154 - -
Commissions - 100,000 -
State income tax 8,829 - -
Partnership and property
management fees 14,000 14,000 14,000
Association fees 24,691 27,567 26,370
Legal and accounting fees (note 3)17,499 16,006 14,959
Architect and engineering fees 7,307 4,443 15,627
General and administration 2,293 2,562 2,998
Property taxes 32,117 33,984 39,015

Total expenses 983,890 198,562 112,969

Net (loss) earnings $ (935,415) $ 242,773 11,389

Net (loss) earnings allocated to:

General partner (18) - -
Special limited partner (1) - -
Limited partners $ (935,396) 242,773 11,389

Net (loss) earnings per limited
partnership unit: $ (124.72) 32.37 1.52

Weighted average units outstanding 7,500 7,500 7,500

See accompanying notes to financial statements.
F-3

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 1996 1995 and 1994

Special
Limited limited General
partners partner partner Total
units amount
Balance at
December 31, 1993 7,500 $ 6,369,452 - 105 6,369,557

Net earnings - 11,389 - - 11,389

Partners transfer - - 5 (5) -
______ _________ ______ ______ _____
Balance at
December 31, 1994 7,500 6,380,841 5 100 6,380,946

Distributions (note 5)- (1,500,000) - - (1,500,000)

Net earnings - 242,773 - - 242,773
______ _________ ______ _____ ______
Balance at
December 31, 1995 7,500 5,123,614 5 100 5,123,719

Net loss - (935,396) (1) (18) (935,415)
______ _________ ______ _____ ______
Balance at
December 31, 1996 7,500 $ 4,188,218 4 82 4,188,304

See accompanying notes to financial statements.

F-4

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Statements of Cash Flows
Years ended December 31, 1996, 1995, and 1994

1996 1995 1994
Cash flows from operating
activities:
Net (loss) earnings $ (935,415) 242,773 11,389
Adjustments to reconcile net
(loss) earnings to net cash
(used in) provided by operating
activities:
Cost of land and
improvements sold 48,686 85,036 -
Cost of land
improvements - - (11,500)
Writedown of land and
improvements held for
investment 877,154 - -
Decrease (increase) in
accrued interest
receivable - 267,193 (117,791)
(Decrease) increase in
accrued property
taxes (2,774) (1,015) 23,848
(Decrease) increase in
accounts payable (910) (12,804) 5,740
Return of development
fees 3,150 - -
Net cash (used) provided
by operating
activities (10,109) 581,183 (88,314)

Cash flows from investing activities -
payment received on note
receivable - 978,014 -
Cash flows from financing activities -
cash distributions - (1,500,000) -

Net (decrease) increase
in cash and cash
equivalents (10,109) 59,197 (88,314)
Cash and cash equivalents
at beginning of year 163,842 104,645 192,959
Cash and cash equivalents
at end of year 153,733 163,842 104,645

Supplemental disclosures of cash flow information:
Cash paid for state
income taxes $ 8,829 - -

See accompanying notes to financial statements.
F-5

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(1) Summary of Significant Accounting Policies

(a) Organization

Nashville Land Fund, Ltd. (the Partnership) is a Tennessee
Limited Partnership organized in March, 1986 to acquire,
own, and hold for investment certain parcels of undeveloped
real property located in Metropolitan Nashville, Davidson
County, and Sumner County, Tennessee. 222 Partners, Inc.
is the general partner of the Partnership. The Partnership
prepares financial statements and income tax returns on the
accrual basis of accounting.

(b) Estimates

Management of the partnership has made certain estimates
and assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
These estimates include the determination of the estimated
fair value of the land held for investment in accordance
with the provisions of SFAS No. 121. Actual results could
differ from those estimates.

The Partnership considers all short-term investments with
original maturities of three months or less at the date of
purchase to be cash equivalents.

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 and improvements held for investment are recorded at
cost and include two tracts of undeveloped land
representing approximately 103 and 104 acres in 1996 and
1995, respectively. Approximately 58 acres of the land are
available for sale with the remainder being flood plain,
roads, and landscaping. Land costs include amounts
incurred to acquire and develop the land, including
interest and property taxes, during the development period.
F-6

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(1) Summary of Significant Accounting Policies (continued)

Costs to hold land, including interest and property taxes,
are charged to expense once development is substantially
complete. Land improvement costs incurred include
development costs expended subsequent to the acquisition of
a tract.

The Partnership adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of"
on January 1, 1996. This Statement 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. The fair value of the assets can be determined
externally, using appraisals, or internally using
discounted future net cash flows. 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 less estimated costs to sell
of the assets. If impaired, management establishes an
allowance for impairment with a corresponding charge to
earnings. Losses upon the sale of the assets are
recognized against the allowance to the extent available.
The initial adoption of SFAS No. 121 did not have a
material impact on the Partnership's financial position,
results of operations, or liquidity. During 1996, as a
result of revisions in management's assumptions used in
determining the properties' estimated fair values, a
valuation allowance of $877,154 was charged to operations
and recorded as a reduction in the carrying value of the
land and improvements held for investment. See note 2.

(e) Income Recognition

Income from sales of land and improvements held for
investment is generally recorded on the accrual basis when
the buyer's financial commitment is sufficient to provide
economic substance to the transaction, and when other
criteria of SFAS No. 66 " Accounting for Sales of Real
Estate" are satisfied. For sales of real estate where both
cost recovery is reasonably certain and the collectibility
of the contract price is reasonably assured, but the

F-7

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(1) Summary of Significant Accounting Policies (continued)

transaction does not meet the remaining requirements to be
recorded on the accrual basis, profit is deferred and
recognized under the installment method, which recognizes
profit as collections of principal are received. If
developments subsequent to the adoption of the installment
method occur which cause the transaction to meet the
requirements of the full accrual method, the remaining
deferred profit is recognized at that time. Any losses on
sales of real estate are recognized at the time of the
sale.

Interest on notes receivable is recognized in income as it
accrues during the period it is outstanding. However, if
an uncertainty exists about the collectibility of a note,
the Partnership may establish a reserve for uncollected
interest earned and recognize income only when cash is
received. The Partnership may also establish a reserve for
doubtful accounts on notes receivable based on management's
evaluation of the recoverability of the note.

(f) Income Taxes

No provision has been made in the financial statements for
Federal income taxes, since such taxes are the
responsibilities of the partners. The partnership is
subject to a 6% state tax on certain interest income.
Additionally, the partners receive, from the partnership,
IRS Form K-1's which provides them with their share of
taxable income (or losses), deductions, and other tax
information. The only difference between the tax basis and
reported amounts of the Partnership's assets and
liabilities relates to the valuation of land held for
investment.

F-8

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(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 - 10% annual cumulative return on capital
contributed) and unpaid preferred returns. Any remaining
net profit are allocated to the limited partners until the
taxable year in which cumulative distributions to the
limited partners equal their adjusted capital contribution
plus an unpaid preferred return. 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 28 to 72. Thereafter, profits are generally
allocated 28% to the general partner and 72% to the limited
partners. Net losses are allocated to the partners in
proportion to their positive capital accounts.

F-9

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(1) Summary of Significant Accounting Policies (continued)

Partnership distributions are allocated to the limited
partners in an amount equal to their preferred return (10%
annual cumulative return on capital contributed) to the
extent unpaid to date. Any remaining distributions are
allocated 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
thereafter, 72% to the limited partners and 28% to the
general partner.

(h) Reclassifications

Certain prior year amounts have been reclassified to
conform with the current year presentation.

(2) Land and Improvements Held for Investment

The components of land and improvements held for investment
at December 31, are as follows:
1996 1995

Land $2,771,203 2,800,349
Improvements 2,172,783 2,195,473
Valuation Allowance (877,154) -

$4,066,832 4,995,822

The aggregate cost for federal income tax purposes was
$5,067,590 and $5,120,859 at December 31, 1996 and 1995,
respectively.

At January 1, 1996, based upon an internal discounted cash
flow analysis, the carrying values of the land and
improvements was not less than its estimated fair value.
During the year ended December 31, 1996, management revised
its estimated sellout period and discount rate resulting in
a decline in the estimated fair value below the carrying
value.

F-10

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

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

Accordingly, the carrying amounts of the assets were
written down, through the establishment of a valuation
allowance, to their estimated fair values less costs to
sell, as estimated based on the Partnership's experience in
disposing of these properties. The resulting non-cash
charge, as identified on the accompanying financial
statements, reduced the 1996 net income by $877,154.

Management believes that the estimates used in evaluating
the adoption of SFAS No.121 were reasonable. However,
actual expenses and cash flows could differ from these
estimates.

(3) Related Party Transactions

The general partner and its affiliates have been actively
involved in managing the Partnership. Affiliates of the
general partner receive fees for performing certain
services. Expenses incurred for these services for the
years ended December 31, 1996, 1995, and 1994 are as
follows:

1996 1995 1994
Partnership and property
management fees $14,000 14,000 14,000
Accounting fees 2,300 2,000 2,000
Real estate sales commissions - 5,523 -

(4) Association Fees

During 1989, an owners' association was formed to manage a
portion of the land and improvements held for investment.
The Partnership incurred association fees totaling $24,691
in 1996, $27,567 in 1995, and $26,370 in 1994, which relate
to the Partnership's pro rata share of the owners'
association expenses, consisting primarily of electricity
costs, irrigation, and landscape maintenance.

(5) Distributions

For the years ended December 31, 1995, the Partnership made
distributions to the limited partners of $1,500,000 ($200
per unit). There were no distributions made in 1996 and
1994.
F-11
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Notes to Financial Statements

(6) Fair Value of Financial Instruments

At December 31, 1996 and 1995, the Partnership had
financial instruments including cash and cash equivalents,
accounts payable, and accrued property taxes. The carrying
amounts of cash and cash equivalents, accounts payable and
accrued property taxes approximate their fair value because of the
short maturity of those financial instruments.

F-12

Independent Auditors' Report

The Partners
Nashville Land Fund, Ltd.:

Under date of January 20, 1997, we reported on the balance sheets
of Nashville Land Fund, Ltd. as of December 31, 1996 and 1995, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1996. 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 Peat Marwick LLP

Nashville, Tennessee
January 20, 1997
S-1

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

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

Description Encum- Land BuildingImprove- Carrying Land Building Total Accumu- Date of Date
brances & improve-ments costs & improve- lated de- construc- acquired
ments ments preciation tion

- ------------ ------ ---- ---------------- -------- ---- -------- ----- ------- ------- ----

North Creek
Business Park
44 acres $- 1,950,241 - 1,369,963 159,426 1,791,926 1,076,466 2,868,392 - - 6/16/86

Larchwood Property
14 acres $- 2,224,528 - 1,961,368 181,848 565,431 633,009 1,198,440 - - 7/31/87

Total $- 4,174,769 - 3,331,331 341,274 2,357,357 1,709,475 4,066,832

*Life on which depreciation in latest income statement is computed is not applicable.

S-2
Schedule III

NASHVILLE LAND FUND, LTD.
(A Limited Partnership)

Real Estate and Accumulated Depreciation

December 31, 1996

1996 1995 1994

(1) Balance at beginning$4,995,822 5,080,858 5,069,358
of Period
Additions during period:
Improvements - - 11,500
________ ________ _________
- - 11,500
Deductions during period:
Cost of real
estate sold 48,686 85,036 -
Asset Writedown 877,154 - -
Other- reimbursement of
development fees
from municipality 3,150 - -
________ ________ ________
928,990 85,036 -
Balance at end
of period $4,066,832 4,995,822 5,080,858

(2) Aggregate cost for
Federal income
tax purposes $5,067,590 $5,120,859 5,208,244

See accompanying independent auditors' report.

S-3

Exhibits Filed Pursuant to Item 14 (a) (3):

NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)

Exhibit Index

Exhibit
3 Amended and Restated Certificate and Agreement of limited
Partnership, incorporated by reference to Exhibit A to
the Prospectus of Registrant dated June 26, 1986 filed
pursuant to Rule 424 (b) of the Securities and Exchange
Commission.

22 Subsidiaries - Registrant has no subsidiaries.

27 Financial Data Schedule