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

FORM 10-Q/A

(Amendment No. 1)

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the period ending September 30, 2008
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _____________

Commission File Number: 33-26327

RAINES LENDERS, L. P.

(Exact name of Registrant as specified in its charter)

Delaware	62-1375240
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification)

3310 West End Avenue, Suite 490, Nashville, TN 37203

(Address of principal executive offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. .......................

Yes X No __

Transitional Small Business Disclosure Format............................................. Yes__ No X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No

EXPLANATORY NOTE

We are filing this Amendment No.1 on Form 10-Q/A to Raines Lender LP. Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 in response to comments received from the Securities and Exchange Commission's staff pursuant to its review of our Form 10-Q. We have amended our Form 10-Q for the quarter ended September 30, 2008 to i) modify the language in Item 4 - Controls and Procedures to state that the Company's disclosure controls and procedures were not effective as of the end of the period covered by the report and ii) to correct the wording in the certifications 31.1 and 31.2. Except as set forth in this Amendment No. 1 on Form 10-Q/A, the other Items in the Initial Filing remain unchanged. This Amendment No. 1 continues to reflect circumstances as of the date of the initial filing and the Company has not updated the disclosures contained therein to reflect events that occurred at a later date.

PART 1. FINANCIAL INFORMATION

RAINES LENDERS, L.P.
(A Delaware Limited Partnership)

FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 and 2007
(Unaudited)

INDEX

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Balance Sheets as of September 30, 2008 and December 31, 2007
		Statements of Operations for the three and nine months ended September 30, 2008 and 2007
		Statements of Cash Flows for the nine months ended September 30, 2008 and 2007
		Notes to Financial Statements for the nine months ended September 30, 2008 and 2007
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 4 Controls and procedures
PART II. OTHER INFORMATION
	Item 6. Exhibits
Signatures

INDEX

Item 1. Financial statements

RAINES LENDERS, L.P.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)



		September 30, 2008		December 31, 2007

ASSETS
Cash	$	260,224	$	14,287
Restricted cash		146,313		146,313
Land		1,817,986		1,817,986


Total Assets	$	2,224,523	$	1,978,586



LIABILITIES AND PARTNERS' EQUITY
Due to affiliate	$	570,167	$	749,669
Accounts payable		105,438		24,548
Property tax payable		61,597		110,142
Note payable to bank		270,143		300,205

Total Liabilities		1,007,345		1,184,564

Total partners' equity		1,217,178		794,022



Total liabilities and partners' equity	$	2,224,523	$	1.978,586

See accompanying notes to financial statements.

INDEX

RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)


		Three months ended						Nine months ended

		September 30,

		2008			2007			2008		2007

Revenue:
Land sales:
Gross proceeds from land sale	$	--		$	1,000,000		$	--	$	1,000,000
Cost of land sold		--			(633,233	)		--		(633,233	)
Closing costs		--			(108,225	)		--		(108,225	)

Gain on sale		--			258,542			--		258,542

Property tax refund		--			--			643,111		--
Interest earned		--			--			--		--

Total revenues		--			258,542			643,111		258,542

Expenses

State tax expense		1,136			1,460			7,389		4,790
Property tax expense		33,738			37,474			17,774		121,642
Management fees		2,250			2,250			6,978		6,750
Professional fees		52,562			1,305			125,214		46,499
Administration expense		6,473			3,565			8,621		6,488
Interest expense		14,777			22,678			53,980		74,857

Total expenses		110,936			68,732			219,956		261,026


Net (loss) income	$	(110,936	)	$	189,810		$	423,155	$	(2,484	)




Net (loss) income per limited partner unit	$	(19.72	)	$	$33.74		$	75.23	$	(0.44	)
Limited partner units outstanding		5,625			5,625			5,625		5,625

See accompanying notes to financial statements.

INDEX

RAINES LENDERS, L.P.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)


	For the nine months ended September 30,

		2008			2007

Cash flows from operating activities :

Net income (loss)	$	423,155		$	(2,484	)
Adjustments to reconcile net loss to net cash from operating activities :
Decrease in due to affiliates		(179,502	)		(40,652	)
Gain on sale of land and improvements		--			(258,542	)
Proceeds from sale of land and improvements		--			891,775
Cost of land improvements		--			(118,710	)
Increase (decrease) in accounts payable		80,890			(7,366	)
Decrease in property tax payable		(48,544	)		(206,816	)

Net cash from operating activities		275,999			257,205

Cash flows from financing activities
Payments on note to bank		(30,062	)		(214,076	)

Net cash from financing activities		(30,062	)		(214,076	)

Net increase in cash		245,937			43,129
Cash at beginning of period		14,287			2,456

Cash at end of period	$	260,224		$	45,585




Cash payments - interest	$	13,013		$	35,665

See accompanying notes to financial statements.

INDEX

RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2008 and 2007
(Unaudited)

A. ACCOUNTING POLICIES

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Form 10-K for the year ended December 31, 2007. In the opinion of management such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the nine-month period ended September 30, 2008 may not be indicative of the results that may be expected for the year ending December 31, 2008.

B. 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 are disclosed below. The Registrant has loans from affiliates of the general partners. The loans are funds transferred to provide liquidity, for the accrual of payments of services provided and for interest accrued on these notes. These loans are documented with notes that bear interest at a rate of 10% and are payable on demand.



From the Statement of operations	For the nine months ended September 30,

		2008		2007

Management fees	$	6,750	$	6,750
Accounting fees		10,781		11,138


From the Balance sheet	As of September 30,

		note for liquidity		note for services		accrued interest		Total

Balance at December 31, 2007	$	588,000	$	10,375	$	151,294	$	749,669
Increase in payables in 2008				14,532		40,966		55,498
Repayments		(50,000)		(17,750)		(167,250)		(235,000)
								0
Balance at September 30 2008	$	538,000	$	7,157	$	25,010	$	570,167

C. COMPREHENSIVE INCOME

During the nine-month periods ended September 30, 2008 and 2007, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the periods was the same as net loss.

RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2008 and 2007
(Unaudited)

D. LIQUIDITY

The Partnership has suffered recurring losses from operations. At September 30, 2008, the Partnership had unrestricted cash of $260,224 and liabilities to non-affiliated entities of $437,178. The Partnership owns assets with a net book value of $2,224,523 and has liabilities of $1,007,345. If funds are not sufficient to fund operations in 2008, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

E. IMPAIRMENT

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

F. NOTE PAYABLE

On September 30, 2008, the Partnership held a term loan to a bank of $270,143 which bears interest at prime rate + .50% with a floor of 4.25% and a ceiling of 21.0% (5.5% at September 30, 2008). The land and improvements held for sale serve as collateral for the loan. The general partners of 222 Raines, Ltd., the Registrant's General Partner, have personally guaranteed the note. The term loan from the bank is due on June 30, 2009. Principal and interest payments are $5,384 per month until June 30, 2009. The aggregate maturities of long-term debt subsequent to September 30, 2008 are $12,487 in 2008 and $257,656 in 2009.

G. PROPERTY TAXES

The Registrant received property tax refunds totalling $643,111 as of September 30, 2008. The Registrant received $369,496 in the second quarter of 2008 and $273,615 in the first quarter of 2008. These refunds were the result of an adjustment to the Registrant's property tax value in March 2008 by Memphis, Tennessee and Shelby County, Tennessee. Revenues related to these refunds were recognized in the periods they were received.

Management revised its accrual for property taxes based on the new property tax value in the first quarter. This resulted in an expense for the nine months ended September 30, 2008 of $17,774.

Item 2. Management's Discussion and Analysis

The Registrant had no land sales during the first nine months of 2008. On September 27, 2007, the Registrant sold 25 acres of graded land for $40,000 per acre. The partnership has 175 acres of land remaining. Operating expenses of the Registrant are comparable with prior quarters except for property taxes. During 2008, the city of Memphis and Shelby county agreed to adjust the property tax values of the property. This adjustment resulted in a refund of property tax of $643,111. The General Partner believes that substantially all property tax refunds have been received and tax appraisals have been resolved although the Partnership is still in discussions with the taxing authorities to finalize the amounts. The decline in property tax expense from 2007 to 2008 is due to this adjustment in property tax values.

Financial Condition and Liquidity

Critical Accounting Policies

Contractual Obligations and Commitments

At September 30, 2008, the Partnership has no capital lease obligations, operating leases, or unconditional purchase obligations. The Partnership does not enter into derivative transactions. The partnership has a $270,143 term loan from a bank at September 30, 2008. The terms of the note agreement include the interest rate which is prime +.50%, with a floor of 4.25% and a ceiling of 21% (5.5% at September 30, 2008). Principal and interest payments are $5,384 per month until June 30, 2009. The General Partners have personally guaranteed the note. The aggregate maturities of long-term debt subsequent to September 30, 2008 are $12,487 in 2008 and $257,656 in 2009.

At September 30, 2008 and 2007, the Partnership had a cash balance of $146,313 and $139,200 restricted by the City of Memphis to be used to fund property improvements, consisting of road and utility work. This restricted cash secures a letter of credit in the same amount to ensure the required developments are made. The Partnership may also borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At September 30, 2008, the Partnership had borrowings from the General Partner totaling $570,167. Transactions with the General Partner and affiliates are discussed in Note B to the financial statements.

Item 4. Controls and Procedures

The Registrant maintains "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Registrant in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management including the Registrant's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The General Partners' of the Registrant have designed the Registrant's disclosure controls and procedures. After receiving comments from the Securities and Exchange Commission, the General Partners' of the Registrant evaluated the disclosure controls and procedures. The General Partners's assessment was based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The General Partners' recognize that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Registrant necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The General Partners', including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by the report, and concluded that the disclosure controls and procedures were not effective, as the comments from the Securities and Exchange Commission revealed disclosure omissions. The General Partners' intend to remediate the disclosure control deficiencies in the future by providing better training for the accounting staff.

There have been no significant changes in the Registrant's internal controls over financial reporting during the fiscal quarter or in other factors that could significantly affect, or are reasonably likely to materially effect, internal control over financial reporting.

Part II. OTHER INFORMATION

INDEX

Item 6. Exhibits and reports on Form 8-K

(a) Exhibits

Exhibit Number	Description
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, general partner of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on April 29, 2009.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, general partner of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on April 29, 2009.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell and Michael A. Hartley, general partners of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on April 29, 2009.

(b) The Registrant has not filed a Form 8-K during the nine-month period ending September 30, 2008.

exhibit

RAINES LENDERS, L. P.

CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATE OF CHIEF EXECUTIVE OFFICER
Exhibit 31.1

I, Steven D. Ezell, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Raines Lenders, L.P; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: April 29, 2009		By:	Steven D. Ezell
			general partner

Exhibit

RAINES LENDERS, L. P.

CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATE OF CHIEF FINANCIAL OFFICER
Exhibit 31.2

I, Michael A. Hartley, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Raines Lenders, L.P;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: April 29, 2009		By:	Michael A. Hartley
			general partner

exhibit

RAINES LENDERS, L. P.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

In connection with the Report of Raines Lenders, L. P. on Form 10-Q/A for the quarter ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: April 29, 2009		By:	Steven D. Ezell
			general partner

Date: April 29, 2009		By:	Michael A. Hartley
			general partner

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

.	RAINES LENDERS, L.P.
	By: 222 RAINES LTD.
		General Partner
Date: April 29, 2009		By: /s/ Steven D. Ezell
			general partner
		By: 222 PARTNERS, INC.
			general partner
Date: April 29, 2009			By: /s/ Michael A. Hartley
				Vice President

RAINES LENDERS L P 10-Q/A