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, 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
33-11396-A

LMR LAND COMPANY, 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 sale 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.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated April 1, 1987, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.

PART I
Item 1. Business

LMR Land Company, Ltd. ("Registrant"), is a Tennessee limited
partnership organized on December 22, 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 LMR,Ltd.

Registrant's primary business is to acquire, own, and hold for
investment certain undeveloped real properties located in Lebanon,
Tennessee; Macon, Georgia; and Roanoke, Virginia (collectively, the
"Property"). Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the Property
due to development of the surrounding areas and the completion of
improvements to the Properties prior to resale.

Financial Information About Segment

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

Narrative Description of Business

At December 31, 1996, the Registrant is holding for investment
approximately 43 acres in Lebanon, Tennessee (the "Lebanon
Property") and 114 acres of land in Macon, Georgia (the "Macon
Property").

Lebanon

The Lebanon Property consists of a 43 acre tract of land zoned
for medium density residential and professional offices. The
property is served by all public utilities. This type of zoning
permits a wide variety of uses. The Lebanon Property is included
in the Castle Heights Development and is contiguous to Property
owned by an affiliate sharing a related General Partner. In 1996,
the City of Lebanon completed construction of a road extending
through the Registrant's property.

The Lebanon Property continues to have minimal competition in
the city. There has been some residential development on the outer
edges of the city, but there is no other mixed-use development in
the city. The affiliated partnership contiguous to the Lebanon
Property owns the buildings and the land immediately around the
buildings and, therefore, does not compete with the Registrant for
undeveloped land sales.

Macon

The Macon property consists of 114 acres at December 31, 1996.
The property is located at the intersection of Eisenhower Parkway
and Log Cabin Road southwest of downtown Macon. The property is
zoned for retail, service center and service warehouse type uses.
The property is served by municipal gas, electricity, water, and
sewer. No development has occurred on the Property.

The Registrant has no employees. Property 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 157
acres of undeveloped land. For further information concerning the
Property, reference is made to the material in Item 1.

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 April 1, 1987 of 7,500 Units
of Limited Partnership Interests. The offering of $7,500,000 was
fully subscribed and closed on June 8, 1987. As of February 28,
1997 there were 617 holders of record of the 7,500 Units of Limited
Partnership Interests.

There were no cash distributions to the Limited Partners
during 1996. 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 $133,601 57,641 76,055 46,443 269,614
Net Earnings
(Loss) 26,101 (47,591) (32,783) (90,024) 128,165
Net Earnings
(Loss) per
limited partner
unit $3.48 (6.35) (4.37) (12.00) 17.09
Total Assets 4,430,651 4,499,958 4,501,637 4,504,976 5,445,499
Cash Distributions
per unit - - - 120 30

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

Results of Operations

Sales

During the third quarter of 1996, the Registrant sold
approximately 6.6 acres of the Lebanon Property for gross proceeds
of $96,800. These proceeds were reserved to meet operating costs.
During the third quarter of 1996, the sale contract for the entire
Macon Property expired. The $100,000 in non-refundable earnest
money was taken into income. There were no sales during 1995. In
May 1995, the Registrant received a $30,722 refund of excess
construction escrow funds related to the 1993 sale of the Roanoke
property. During 1994, the Registrant sold approximately one acre
of the Lebanon property for gross proceeds of $45,714. These
proceeds were reserved to meet operating costs. The Registrant
also received $18,000 in additional sale proceeds from the Kroger
sale in 1993. This late receipt was the remaining balance in a
construction escrow set up at the date of sale in 1993.

Analysis of Operations

There have been no significant changes in the Registrant's
operations. The increase in interest income from 1994 to 1995 is
due to higher cash balances. The decline in property maintenance
costs in 1996 is due to the lack of development on the Lebanon
Property.

Financial Condition

During 1994, the City of Lebanon agreed to extend a road
through the Registrant's Property. Although the city has agreed to
fund the construction, the Registrant was asked to fund a $20,000
bond securing the contractor. A portion of this bond was returned
in 1996 when the road was completed.

As of January 31, 1997, the Registrant had a cash balance of
$494,494. This cash is expected to be sufficient to cover
operating expenses for 1997. The receivable from an affiliated
party totalling $40,628 at December 31, 1996 consists of shared
development expenses incurred on the Lebanon property. The
Registrant collected $1,848 of the receivable in 1995. The
Registrant will collect this receivable in partial payments as the
affiliate sells land.

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
disounted future net cash flows. If such assets are considered
impaired to be recognized is measured by the amount by which the
carrying amount of hte assets exceeds the fair value of the assets.
Impairment is recognized through the establishment of an allowance
for impairment with a corresponding charge to operations. Based
upon management's analysis of discounted future net cash flows, the
Partnership's land and improvements held for investment does not
meet the definitions of impairment under SFAS No. 121.
Accordingly, land held for investment is recorded at cost with no
allowance for impairment necessary. The adoption of SFAS No. 121
did not have an impact on the Partnership's financial position,
results of operations, or 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 LMR,
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
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. Steven D. Ezell is the president and sole
shareholder of 222 Partners, Inc. The directors of 222 Partners,
Inc. are W. Gerald Ezell, Steven D. Ezell and Michael A. Hartley.
The directors of 222 Partners, Inc. are elected by the shareholder
to serve one year or until their successors are elected by the
Board of Directors and serve until their successors are elected and
qualified.

The officers and directors of 222 Partners, Inc. are as follows:

W. Gerald Ezell

W. Gerald Ezell, age 66, serves on the Board of Directors of
222 Partners, Inc. Mr. Ezell is also a general partner of
affiliated limited partnerships which own various real estate
properties. 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 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.
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 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.
Mr. Hartley 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 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 Financial Statements in Item 8.

The Registrant has incurred costs on behalf of an affiliated
partnership. The costs represent development work done on the
Lebanon Property and the adjacent land owned by Castle Heights,
Ltd, an affiliate. The costs are reflected in the Financial
Statements of the Registrant as Accounts Receivable from Affiliate.
See Item 8-Financial Statements and Notes thereto for more
information.

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

(a) (1) Financial Statements

The following Financial Statements are included herein:

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 Schedule

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
April 1, 1987 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, thereto
duly authorized.

LMR LAND COMPANY, LTD.

By: 222 LMR, Ltd.
General Partner

By: 222 Partners, Inc.
General Partner

DATE: March 28, 1997 By: /s/Steven D. Ezell
President and Director

DATE: March 28, 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 an don the dates
indicated.

LMR LAND COMPANY, LTD.

By: 222 LMR, Ltd.
General Partner

By: 222 Partners, Inc.
General Partner

DATE: March 28, 1997 By: /s/ Steven D. Ezell
President and Director

DATE: March 28, 1997 By: /s/ Michael A. Hartley
Secretary/Treasurer

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.

Independent Auditors' Report

The Partners
LMR Land Company, Ltd.:

We have audited the accompanying balance sheets of LMR Land
Company,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 LMR
Land Company, 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 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

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Balance Sheets

December 31, 1996 and 1995

Assets 1996 1995

Cash and cash equivalents $ 514,612 484,893
Receivable from affiliate 40,628 40,628
(note 3)
Land and improvements
held for investment (note 2) 3,875,411 3,974,437

Total assets $ 4,430,651 4,499,958

Liabilities and Partners' Equity

Liabilities:
Accounts payable (note 3) $ 10,499 15,078
Accrued property taxes 29,449 20,278
Deposits on land sale
contracts (note 2) - 100,000

Total liabilities 39,948 135,356

Partners' equity:

Limited partners (7500 units
outstanding) 4,390,604 4,364,503
General partner 99 99

Total partners'
equity 4,390,703 4,364,602

Commitments (note 3)

Total liabilities and
partners' equity $ 4,430,651 4,499,958

See accompanying notes to financial statements.

F-2

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Statements of Operations

Years ended December 31, 1996, 1995, and 1994

1996 1995 1994

Revenue:
Sales of land
and improvements $ 96,800 - 45,714
Cost of land and
improvements sold (87,546) - (12,785)
Selling expenses (5,785) - (2,611)

Gain on sale of land
and improvements 3,469 - 30,318

Interest 24,547 26,669 17,737
Return of escrow funds - 30,722 18,000
Expired land purchase 100,000 - 10,000
option
Miscellaneous income 5,585 250 -

Total Revenue 133,601 57,641 76,055

Expenses:
Program management fees and
property maintenance
costs (note 3) 27,157 33,453 36,992
Property taxes 59,745 51,899 53,459
Legal and accounting
fees (note 3) 18,295 16,756 15,467
Other operating expenses 2,303 3,124 2,920

Total expenses 107,500 105,232 108,838

Net earnings (loss) $ 26,101 (47,591) (32,783)

Net earnings (loss) allocated to:

Limited partners $ 26,101 (47,590) (32,783)
General partner - (1) -
Net earnings (loss) per
limited partner unit $ 3.48 (6.35) (4.37)

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

See accompanying notes to financial statements.

F-3

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 1996, 1995, and 1994

Limited General
partners partner Total
units amounts

Balance at
December 31, 1993 7,500 $4,444,876 100 4,444,976

Net loss - (32,783) - (32,783)
_______ _______ _______ _______
Balance at
December 31, 1994 7,500 $4,412,093 100 4,412,193

Net loss - (47,590) (1) (47,591)
_______ _______ _______ _______
Balance at
December 31, 1995 7,500 $4,364,503 99 4,364,602

Net earnings - 26,101 - 26,101
_______ _______ _______ _______
Balance at
December 31, 1996 7,500 $4,390,604 99 4,390,703

See accompanying notes to financial statements.

F-4

LMR LAND COMPANY, 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 earnings (loss) $26,101 (47,591) (32,783)
Adjustments to reconcile
net earnings (loss) to net
cash provided by operating
activities:
Decrease in receivable
from affiliate - 1,848 13,861
Cost of land improvements (8,520) - (19,999)
Cost of land and
improvements sold 87,546 - 12,785
(Decrease)increase in
accounts payable (4,579) 1,129 2,371
Increase (decrease) in
accrued property taxes 9,171 (32,707) 4,563
(Decrease) increase in
deposits on land
sale contracts (100,000) 77,500 22,500
Refund of escrow deposits 20,000 - -

Net cash provided
by operating
activities 29,719 179 3,298

Net increase in cash
and cash equivalents 29,719 179 3,298

Cash and cash equivalents
at beginning of year 484,893 484,714 481,416

Cash and cash equivalents
at end of year $ 514,612 484,893 484,714

See accompanying notes to financial statements.

F-5

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

December 31, 1996 and 1995

(1) Summary of Significant Accounting Policies

(a) Organization

LMR Land Company, Ltd. (the Partnership) is a Tennessee
Limited Partnership organized on December 22, 1986, to
acquire, own, and hold for investment certain undeveloped land
located in Roanoke, Virginia; Lebanon, Tennessee; and Macon,
Georgia. The general partner is 222 LMR, Ltd. The general
partner of the general partner is 222 Partners, Inc. The
Partnership prepares its financial statements and Federal
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 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

At various dates between April 27, 1987 and May 22, 1987, the
Partnership acquired three tracts of undeveloped land
representing approximately 210 acres. During 1989, the
Partnership acquired additional tracts adjacent to the Macon,
Georgia, property. During 1993, approximately 5 acres were
received as partial consideration for the sale of property.
F-6

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

(1) Summary of Significant Accounting Policies (continued)

Land and improvements held for investment are recorded at
acquisition cost plus development costs. Insurance
and property taxes are capitalized as carrying costs of the
property during the development period. Insurance and
property taxes are charged to expense once development of the
property is substantially complete. Remaining acreage is
approximately 157 and 164 acres at December 31, 1996 and 1995,
respectively which includes approximately 10 acres which are
unsalable attributable to roads, right of ways, and
landscaping.

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. 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. 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 of the assets less estimated costs to sell.
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 the definitions of
impairment under SFAS No. 121. Accordingly, land and improvements
held for investment is recorded at cost with no allowance for
impairment necessary. The adoption of SFAS No. 121 did not
have an impact on the Partnership's financial position,
results of operations, or liquidity.

F-7
LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

(1) Summary of Significant Accounting Policies (continued)

(e) 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:

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)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 27.5 to 72.5. Thereafter,
profits are generally allocated 27.5% to the general partner
and 72.5% to the limited partners. Net losses are allocated
to the partners in proportion to their positive capital
accounts.

Partnership distributions are allocated to the limited
partners in an amount equal to their preferred return (12%
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, 72.5% to the
limited partners and 27.5% to the general partner.

(f) Income Taxes

No provision has been made in the financial statements for
Federal and state income taxes, since such taxes are the
responsibilities of the partners.

F-8
LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

(1) Summary of Significant Accounting Policies (continued)

Annually, 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 and improvements held for investment. For income tax
purposes certain costs were capitalized as additional land
improvement costs.

(g) Income Recognition

Income from sales of land 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 transaction does not meet the remaining

F-9

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

(1) Summary of Significant Accounting Policies (continued)

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.

(2) Land and Improvements Held for Investment

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

1996 1995

Land $ 3,558,070 3,641,360
Land Improvements 317,341 333,077
_________ _________
$ 3,875,411 3,974,437

Aggregate cost for Federal income tax purposes for the land
held for investment was $3,855,161 and $3,974,437 at December
31, 1996 and 1995, respectively.

(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 as consideration for performing
certain services. Expenses incurred for these services during
the years ended December 31, 1996, 1995, and 1994 are as
follows:

1996 1995 1994

Program management fees $14,000 14,000 14,000
Accounting fees 2,700 2,000 2,000

The receivable from affiliate totaling $40,628 at December 31,
1996 consists of property development costs incurred at the
Lebanon property that will be reimbursed as sales by the
affiliate occur. Accounts payable totaling $10,499 at
December 31, 1996 and 1995 was payable to an affiliate for
commissions on the sale of property. The amounts due to and
from affiliates are non interest-bearing.

F-10

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Notes to Financial Statements

(4) Fair Value of Financial Instruments

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

F-11

Independent Auditors' Report

The Partners
LMR Land Company, Ltd.:

Under date of January 20, 1997, we reported on the balance sheets
of LMR Land Company, 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 audit.

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

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

December 31, 1996

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

Description Encum- Land Buildings Improve- Carrying Land Buildings Total Accumu- Date of Date
brances and improve- ments costs and improve- lated de-construc-acquired
ments ments preciation tion
________ ___ _ _____ _____ _____ _ _____ __ ____ ____ _
43 acres of undeveloped
land in Lebanon,
Tennessee $ _ 1,553,912 - 467,137 83,057 990,982 317,341 1,308,323 - - 4/87

114 acres of undeveloped
land in Macon,
Georgia - 2,444,301 - - 130,649 2,567,088 - 2,567,088 - - 1987-1993
_______ _________ ______ _______ _______ _________ _______ ________ ____ ______
$ - 3,998,213 - 467,137 213,706 3,558,070 317,341 3,875,411 - -

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

S-2

LMR LAND COMPANY, LTD.
(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

1996 1995 1994

(1) Balance at beginning $ 3,974,437 3,974,437 3,967,223
of Period
Additions during period:
Improvements 8,520 - 19,999

8,520 - 19,999
Deductions during period:
Cost of real estate sold 87,546 - 12,785
Return of Escrow Deposits 20,000 - -
------- ------- ------
107,546 - 12,785

Balance at close of period $ 3,875,411 3,974,437 3,974,437

(2) Aggregate cost for Federal
income tax purposes $ 3,855,161 3,974,437 3,954,370

See accompanying independent auditors' report.

S-3

Exhibits filed pursuant to Item 14(a) (3):

LMR LAND COMPANY, 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 April 1, 1987 filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.

22 Subsidiaries-Registrant has no subsidiaries.

27 Financial Data Schedule