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

FORM 10-K

X	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended
	December 31, 2008
	December 31, 2009
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-26327

Raines Lenders, L.P.

(Exact name of registrant as specified in its charter)
Tennessee		62-1375240

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)		(Zip Code)

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

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

Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes____ No__X_ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes _ No_X_
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 the past 90 days.
	Yes	X	No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 12-b-2 of the Exchange Act. (Check one): [ ] Large accelerated filer [ [ Accelerated filer [ ] Non-accelerated filer (do not check if a smaller reporting company) [X] Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (_) No (X).
The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $5,625,000 as of April 3, 1989. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 3, 1989. As filed pursuant to Rule 424(b) of the Securities and Exchange Commission.

Units of Limited Partnership Interest

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes____ No__X_

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes _ No_X_

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 the past 90 days. Yes X No _

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post said files) Yes _ No X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 12-b-2 of the Exchange Act. (Check one):

[ ] Large accelerated filer

[ [ Accelerated filer

[ ] Non-accelerated filer (do not check if a smaller reporting company)

[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (_) No (X).

The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $5,625,000 as of April 3, 1989. This does not reflect market value, but is the price at which these Units of Limited Partnership Interest were sold to the public. There is no current market for these Units.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

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

PART I

Item 1. Business

Raines Lenders, L.P. ("Registrant"), is a Delaware limited partnership organized on December 16, 1988, pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, Sections 17-101 - 17-1109, Title 6. The General Partner of the Registrant is 222 Raines, Ltd., a Tennessee limited partnership, whose general ~~partners~~partner ~~are~~is ~~Steven D. Ezell, Michael A. Hartley and~~ 222 Partners, Inc. The Registrant's primary business is to develop and sell certain undeveloped real estate in Memphis, Tennessee (the "Property"). The Registrant's investment objectives are preservation of capital and ~~short-term~~ liquidation of the Property. Financial Information about Industry Segments The Registrant's activity 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 At December 31, ~~2008~~2009, the Registrant was holding approximately 175 acres of partially developed land as discussed in Item 2. Competition The General Partner believes that the Property provides strong competition for purchasers or developers of land in the Memphis Airport Area. There are a number of tracts of competitive industrial land in the area. Primary competition comes from several industrial parks in the airport sub-market, each offering similar pricing to the Registrant. The General Partner believes that the Property is competitive due to its location, access and low costs of development, though the real estate market in Memphis is depressed at this time. The Registrant has no employees. Administrative services are being provided under a contractual agreement with Landmark Realty Services Corporation, an affiliate of the General Partner.

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

There are no unresolved staff commments as of March 31, 2010.

Item 2. Property

The Property consists of approximately 175 acres of partially developed land on Raines Road in Memphis, Tennessee, adjacent to the Memphis International Airport. The Property is zoned for a wide variety of light industrial, warehouse, office-warehouse and distribution uses. All utilities, including water, sewer, electricity and natural gas, are available to the Property.

Item 3. Legal Proceedings

Registrant is not a party to material legal proceedings.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)

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 Registrants' 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. On April 3, 1989, the Registrant commenced an offering to the public of 5,625 Units of Limited Partnership Interests at $1,000 per Unit. The offering of $5,625,000 was fully subscribed and closed on December 15, 1989. As of February 28, ~~2009~~2010, there were 462 holders of record of the Units of Limited Partnership Interests. There were no distributions made in ~~2008~~2009, or ~~2007~~2008. Other than liquidity constraints, there are no material restrictions upon the 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

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The results of operations for the Registrant vary over the past two years due only to a $643,111 refund of property taxes received from the City of Memphis and Shelby county. These property tax assessments had been paid in protest and the Registrant had been contesting these tax valuations for many years. In 2008, property values were reassessed and management revised its accrual for property tax expense based on the new assessments. The adjustment resulted in negative property tax expense of $24,905 for 2008. The adjustment resulted in negative property tax expense of $24,905 for 2008. Other operating expenses are comparable to 2009 except for the increase in legal and accounting fees which includes property tax consulting fees related to the refunds of property tax. The decline in interest income in 2009 over prior years is due to lower market rates. The General Partner has assessed the future liquidity needs of the Registrant and have taken necessary measures to reduce the operating cash needs. Due to the recent lack of land sales and limited other cash sources, many of the administrative costs of the Registrant have been placed on hold until the cash position of the Registrant improves. The General Partner believes the real estate market in Memphis, Tennessee may rebound in the future, but until sales occur, the services of third party independent auditors to review and opine on the financial statements included in this Form 10-K have been postponed. These services along with most all other administrative services have been reduced as possible. The General Partner has attempted to comply with security regulations within these constraints. Financial Condition and Liquidity At December 31, 2009, the Partnership had unrestricted cash of $156,558 and liabilities to non-affiliated entities of $523,589. At December 31, 2009, the Partnership owned assets with a carrying value of $2,126,786 and has liabilities of $1,076,464. Because operating funds are not expected to be sufficient in 2010, the General Partner will defer the collection of fees for certain affiliated expenses, reduce administrative and other expenses as much as possible and may provide advances until cash becomes available. The term loan from a bank totaling $400,000 at December 31, 2009 was renewed on June 30, 2009 extending the maturity to June 30, 2011. Terms of the note agreement are interest at a rate of prime +1% (5% at March 30, 2010, which is the floor) and interest only payments monthly. Critical Accounting Policies Land and improvements held for sale are reported at the lower of carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value at December 31, 2008, management relied on the value in the appraisal prepared by an independant third party professional. To determine the Fair Value at December 31, 2009, management relied on the prior appraisal. No impairment charge was deemed necessary during 2008 or 2009. 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 Fair Value. Contractual Obligations and Commitments At December 31, 2009, the Partnership has no capital lease obligations, operating leases, or unconditional purchase obligations. The Partnership does not enter into derivative transactions. The term loan from a bank totaling $400,000 at December 31, 2009 was renewed on June 30, 2009 extending the maturity to June 30, 2011. The terms of the note agreement are interest at a rate of prime +1% (5% at March 16, 2010, which is the floor) and interest only payments. Steven D. Ezell and Michael A. Hartley, officers of the General Partner of 222 Raines, Ltd., have personally guaranteed the note. The aggregate maturities of long-term debt subsequent to December 31, 2009 are $0 in 2010. At December 31, 2009 and 2008, the Partnership had a cash balance of $152,242, 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 December 31, 2009, the Partnership had borrowings from the General Partner totaling $552,875. These loans bear interest at a rate of 9% at December 31, 2009. Transactions with the General Partner and affiliates are discussed in Note 2 to the unaudited financial statements. Effect of Newly Issued But Not Yet Effective Accounting Standards In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The Partnership is currently in the process of assessing the impact the adoption of SFAS 157 will have on its financial statements. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities to fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Partnership on January 1, 2008. The Partnership did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008. Adoption of New Accounting Standards: In February 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2010-09 "Amendments to Certain Recognition and Disclosure Requirements" ("Update 2010-09"). Update 2010-09 amends Accounting Standards Codification ("ASC") 855-10-50-1 to make clear that all entities, other than SEC filers, must disclose (i) the date through, which subsequent events have been evaluated and (ii) whether that date is the date the financial statements were issued or available to be issued. However, the SEC filer exemption does not relieve management from its responsibility to evaluate subsequent events through the date on which financial statements are issued. The Partnership adopted these requirements, and it did not have a material impact on its financial position, results of operations or related disclosures. In June 2009, the FASB issued Accounting Standards Update 2009-01, "Topic 105 Generally Acceptable Accounting Principles Amendments Based on Statement of Financial Accounting Standards No. 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" ("Update 2009-01"). Update 2009-01 establishes the FASB ASC as the single source of authoritative U.S. generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities. The ASC supersedes all existing non-Securities and Exchange Commission accounting and reporting standards. With this standard, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC. The ASC is effective for financial statements issued for interim and annual periods ending after September 15, 2009. All required references to non-SEC accounting standards have been modified by the Partnership. The Partnership adopted the requirements of Update 2009-01 for its financial statements on September 30, 2009, and it did not have a material impact on its financial statement disclosures. In May 2009, the FASB issued ASC 855-10, "Subsequent Events" ("ASC 855-10"). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The provisions require management of a reporting entity to evaluate events or transactions that may occur after the balance sheet date for potential recognition or disclosure in the financial statements and provides guidance for disclosures that an entity should make about those events. ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. The Partnership adopted the requirements of this standard on June 30, 2009, and it did not have a material impact on its financial position or results of operations or related disclosures. The adoption of these provisions does not change the Partnership's current practices with respect to evaluating, recording and disclosing subsequent events. In April 2009, the FASB issued ASC 820-10-65-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("ASC 820-10-65-4"). ASC 820-10-65-4 applies to all fair value measurements and provides additional clarification on estimating fair value when the market activity for an asset has declined significantly. ASC 820-10-65-4 also require an entity to disclose a change in valuation technique and related inputs to the valuation calculation and to quantify its effects, if practicable. ASC 820-10-65-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Partnership adopted the requirements of ASC 820-10-65-4 on April 1, 2009, and its adoption did not have a material impact on its financial position and results of operations. Other recent accounting pronouncements issued by the FASB (includeing its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on our present or future financial statements.

~~Results~~Item ~~of Operations The results of operations for the Registrant vary over the past two years due to several independent activities~~8. Unaudited During 2008, the Registrant received $643,111 in refunds of property taxes from the City of Memphis and Shelby county. These property tax assessments had been paid in protest and the Registrant had been contesting these tax valuations for many years. These refunds had been recorded as an income item, Property tax refund, in the Fom 10-Q's reported for the quarters ending March 31, 2008, June 30, 2008 and September 30, 2008. At year end, the General Partner reclassifed these refunds as a negative property tax expense in accordance with generally accepted accounting principles. In 2008, property values were reassessed and management revised its accrual for property tax expense based on the new assessments. The adjustment resulted in negative property tax expense of $24,905 for 2008. On September 27, 2007, the Registrant sold 25 acres of graded land for $40,000 per acre, resulting in a gain of $245,493. Other operating expenses are comparable to prior years except for the increase in legal and accounting fees which includes property tax consulting fees related to the refunds of property tax. The decline in interest expense in 2008 over prior years is due to the reductions in principal, and lower interest rates. Financial Condition and Liquidity At December 31, 2008, the Partnership had unrestricted cash of $207,919 and liabilities to non-affiliated entities of $390,281. At December 31, 2008, the Partnership owned assets with a carrying value of $2,178,147 and has liabilities of $938,656. If operating funds are not sufficient in 2009, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available. The term loan from a bank totaling $257,721 at December 31, 2008 was renewed on June 30, 2008 extending the maturity to June 30, 2009. All terms of the note agreement remained the same with interest at a rate of prime +.50% (4.25% at March 16, 2009, which is the floor) and principal and interest payments of $5,384 a month. Critical Accounting Policies Land and improvements held for sale are reported at the lower of carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value at December 31, 2008, management relied on the value in the appraisal prepared by an independant third party professional. When outside appraisals are not available, 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 Fair Value. Contractual Obligations and Commitments At December 31, 2008, the Partnership has no capital lease obligations, operating leases, or unconditional purchase obligations. The Partnership does not enter into derivative transactions. The term loan from a bank totaling $257,721 at December 31, 2008 was renewed on June 30, 2008 extending the maturity to June 30, 2009. All terms of the note agreement remained the same with interest at a rate of prime +.50% (4.25% at March 16, 2009, which is the floor) and principal and interest payments of $5,384 a month. Steven D. Ezell and Michael A. Hartley, partners of the General Partner 222 Raines, Ltd., have personally guaranteed the note. The aggregate maturities of long-term debt subsequent to December 31, 2008 are $257,721 in 2009. At December 31, 2008 and 2007, the Partnership had a cash balance of $152,242, and $ 146,313, respectively, 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 December 31, 2008, the Partnership had borrowings from the General Partner totaling $548,375. These loans bear interest at a rate of 9% at December 31, 2008 and 10% at December 31, 2007. Transactions with the General Partner and affiliates are discussed in Note 2 to the financial statements. Effect of Newly Issued But Not Yet Effective Accounting Standards In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value and ~~expands~~Supplementary disclosure of fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The Partnership is currently in the process of assessing the impact the adoption of SFAS 157 will have on its financial statements. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities to fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Partnership on January 1, 2008. The Partnership did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008. Adoption of New Accounting Standards: In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (FAS 157). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard was effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material. In October 2008, the FASB issued Staff Position (FSP) 157-3, Determining the Fair Value of a Financial Asset when the Market for That Asset Is Not Active. This FSP clarifies the application of FAS 157 in a market that is not active. The impact of adoption was not material. In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard was effective for the Partnership on January 1, 2008. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008. Effect of Newly Issued But Not Yet Effective Accounting Standards:Data

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. FAS No. 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of FAS No. 160 did not have a significant impact on its results of operations or financial position.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133". FAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 for derivative instruments and hedging activities. FAS No. 161 requires qualitative disclosure about objectives and strategies for using derivative and hedging instruments, quantitative disclosures about fair value amounts of the instruments and gains and losses on such instruments, as well as disclosures about credit-risk features in derivative agreements. FAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this standard did not have a material effect on the Partnership's results of operations or financial position.

Item 8. Financial Statements and Supplementary Data

RAINES LENDERS, L.P.

(A Limited Partnership)

UNAUDITED FINANCIAL STATEMENTS

INDEX

(a)(1)Financial Statements
(a)(1)Unaudited financial statements
Report of Independent Registered Public Accounting Firm
Unaudited financial statements:
Financial Statements:
	Balance Sheets
	Statements of Operations
	Statements of Partners' Equity
	Statements of Cash Flows
	Notes to Financial Statements
	Notes to Unaudited financial statements

index

Report of Independent Registered Public Accounting Firm The Partners Raines Lenders, L.P.: We have audited the accompanying balance sheets of Raines Lenders, L.P. (a limited partnership) as of December 31, 2008 and 2007, and the related statements of operations, partners' equity, and cash flows for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 Raines Lenders, L.P. at December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended, in conformity with U. S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 5 to the financial statements, the Partnership has suffered recurring losses from operations and has insufficient liquid assets to fund ongoing operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Crowe Horwath, LLP Brentwood, Tennessee March 27, 2009
RAINES LENDERS, L.P.

(A Limited Partnership)

Balance Sheets

December 31, ~~2008~~2009 and ~~2007~~2008

	~~December 31,~~	December 31,
		2008		2007
		2009		2008
Assets
Cash	$	~~207~~156,~~919~~558	$	~~$14~~207,~~287~~919
Restricted cash		152,242		~~146~~152,~~313~~242
Land		1,817,986		1,817,986
Total Assets	$	2,178,147		1,978,586
Total assets		2,126,786		2,178,147
Liabilities and partners' equity
Note payable to bank	$	~~257~~400,~~721~~000	$	~~300~~257,~~205~~721
Propery tax payable		1931,~~047~~577		~~110~~19,~~142~~047
Due to affiliate		~~548~~552,~~375~~875		~~749~~548,~~669~~375
Accounts payable		~~113~~92,~~513~~012		24113,~~548~~513
Total Liabilities		938,656		1,184,564
Total liabilities		1,076,464		938,656
Partners' equity:
Partners' equity:
Limited partners, 5,625 units outstanding		1,050,322		1,239,491
Limited partners, 5,625 units outstanding		1,239,491		794,022
Total liabilities and partners' equity		2,126,786		$2,178,147
Total liabilities and partners' equity	$	2,178,147	$	1,978,586

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Operations

Years ended December 31, ~~2008~~2009 and ~~2007~~2008

			For the year ended December 31,
		For the year ending December 31,
			2008						2007
Revenues		2009			2008
Revenues
Interest earned	$	1,696		$	11,271
Gross proceeds	$							$	1,000,000
Total revenues		1,696			11,271
Cost of land sold									(633,233	)
Expenses
Closing costs									(121,274	)
Management and mortgage servicing fees		13,500			9,228
Gain on sale of land			--						245,493
Legal and accounting fees		24,900			131,650
Interest earned			11,271						7,113
General and administrative		16,259			11,322
Total Revenues			11,271						252,606
Land maintenance expenses		10,040			2,970
Expenses
Interest expense		69,110			70,123
Management and mortgage servicing fees			9,000						9,000
State taxes		639			8,525
Legal and accounting fees			131,650						44,495
Property tax expense		56,417			(668,015	)
General and administrative			11,550						10,750
Total expenses		190,865			(434,198	)
Land maintenance expenses			2,970						--
Net loss	$	(189,169	)	$	445,469
Interest expense			70,123						102,895
Comprehensive loss	$	(189,169	)	$	445,469
State taxes			8,525						4,790
Net loss allocated to:
Property tax expense			(24,905				)		189,083
General partner
Property tax refund			(643,111				)
Limited partners	$	(189,169	)	$	445,469
Architect and engineering fees			--						10,097
Net loss per limited partner unit	$	(33.63)		$	79.19
Total Expenses			(434,198				)		371,110
Weighted average units outstanding		5,625			5,625
Net income (loss)	$		445,469					$	(118,504	)
Comprehensive income (loss)			445,469						(118,504	)
Net income (loss) allocated to:
General Partner			--						--
Limited Partners			445,469						(118,504	)
Net income (loss) per limited partner unit	$		79.19					$	(21.07	)
Weighted average units outstanding			5,625						5,625

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, ~~2008~~2009 and ~~2007~~2008

		Limited Partners	General Partner	Total
	Units	Amounts	Amounts	Amounts
Balance at January 1, 2007	5,625	$912,526	--	$912,526
Net loss		(118,504)	--	(118,504)
Balance at December 31, 2007	5,625	794,022	--	794,022
Net Income		445,469	--	445,469
Balance at December 31, 2008	5,625	$1,239,491	--	$1,239,491
Net loss		(189,169)	--	(189,169)
Balance at December 31, 2009	5625	1,050,323	--	1,050,323

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Cash Flows

Years ended December 31, ~~2008~~2009 and ~~2007~~2008

		For the year ended December 31,
		For the year ending December 31,
		2008			2007
		2009			2008
Cash flows from operating activities:
Net income/(loss)	$	445,469		$	(118,504		)
Net (loss)/income	$	(189,169	)	$	445,469
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of land					(245,493		)
Increase/(decrease) in due to affiliate		4,500			(201,294	)
Proceeds from sale of land and improvements					878,726
(Increase)/decrease in accounts payable		(21,501	)		88,965
Impairment charge on land held for sale					--
Increase in restricted cash		0			(5,929	)
Increase in accounts payable		88,965			5,682
Increase/(decrease) in property taxes payable		12,530			(91,095	)
Increase in restricted cash		(5,929	)		(7,113		)
Net cash provided by operating activities		(193,639	)		236,116
Decrease in property taxes payable		(91,095	)		(139,375		)
Cash flows from financing activities
Net cash provided by operating activities		437,410			373,923
Payments on Note to bank		(23,052	)		(42,484	)
Cash flows from financing activities
Additional loan proceeds from Note to bank		165,330			0
Decrease in due to affiliate		(201,294	)		(19,233		)
Net cash provided by financing activities		142,278			(42,484	)
Repayments of note payable to bank		(42,484	)		(224,150		)
Net decrease in cash		(51,361	)		193,632
Net cash provided by financing activities		(243,778	)		(243,383		)
Cash at beginning of period		207,919			14,287
Net cash used in investing activities
Cash at end of period	$	156,558		$	207,919
Cost of land improvements					(118,709		)
Supplemental disclosures
Net increase in cash		193,632			11,831
Cash paid for interest	$	69,110			70,123
Cash at beginning of period		14,287			2,456
Cash paid for taxes		639			8,525
Cash at end of period	$	207,919		$	14,287
Supplemental disclosures
Cash paid for interest		70,123			36,594
Cash paid for taxes		3,980			4,790

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P. (A Limited Partnership) Notes to ~~Financial~~Unaudited ~~Statements~~financial statements December 31, ~~2008~~2009 and ~~2007~~2008

Summary of Significant Accounting Policies Organization Raines Lenders, L.P. (the Partnership) is a Delaware limited partnership organized on December 16, 1988. The General Partner is 222 Raines, Ltd., whose general partners are Steven D. Ezell, Michael A. Hartley and 222 Partners, Inc. The Registrant's primary business is to develop and sell certain undeveloped real estate in Memphis, Tennessee. The Partnership prepares unaudited financial statements and federal income tax returns on the accrual method and includes only those assets, liabilities and results of operations that relate to the business of the Partnership. Estimates The preparation of the unaudited financial statements requires management of the Partnership to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of land and improvements held for sale. Actual results could differ from those estimates. Cash Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the General Partner. Income Taxes No provision has or will be made for federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive from the Partnership, IRS Form K-1's that provide them with their respective share of taxable income or losses, deductions, and other tax related information. The partnership pays state taxes on earnings from Tennessee operations when applicable. Partnership Allocations Net profits, losses and distribution 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 limited partners up to the difference between their capital account balances and the sum of their adjusted capital contributions (capital balance, net of cumulative cash distributions in excess of preferred returns - 12% annual cumulative return on capital contributed). Any remaining net profit allocations are then made to the limited partners until the taxable year in which cumulative profits to the limited partners equal their adjusted capital contribution plus an unpaid preferred return (12% annual cumulative return on capital contributed). Net profits are then allocated to the General Partner until the ratio of the General Partner's capital account balance to the capital account balances, in excess of adjusted capital contributions and unpaid preferred return, of all limited partners is 27% to 73%. Thereafter, profits are generally allocated 27% to the General Partner and 73% to the limited partners. Net losses are allocated to the partners in proportion to their positive capital accounts.

RAINES LENDERS, L.P. (A Limited Partnership) Notes to ~~Financial~~Unaudited ~~Statements~~financial statements December 31, ~~2008~~2009 and ~~2007~~2008

Summary of Significant Accounting Policies (continued) Partnership Allocations(continued) Partnership distributions are allocated 99% to limited partners and 1% to the General Partner in an amount equal to their preferred return (12% annual, cumulative return on capital contributed), 99% to the limited partners and 1% to the General Partner until the limited partners have received an amount equal to their adjusted capital contributions, and then 73% to the limited partners and 27% to the General Partner. Cumulative unpaid preferred returns are $910,~~672~~347,759 and $89,~~997~~672,759 at December 31, ~~2008~~2009 and ~~2007~~2008, respectively. Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the years ended December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership had no components of other comprehensive ~~income~~(loss)/income. Accordingly, comprehensive ~~income~~(loss)/income for each of the years was the same as net income(loss). Land and Improvements Held for Sale At December 31, ~~2008~~2009, land and improvements held for sale included approximately 175 acres of partially developed land on Raines Road in Memphis, Tennessee, adjacent to the Memphis International Airport. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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). Income Recognition Income from sales of land and improvements held for sale 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 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.

RAINES LENDERS, L.P. (A Limited Partnership) Notes to ~~Financial~~Unaudited ~~Statements~~financial statements December 31, ~~2008~~2009 and ~~2007~~2008 Summary of Significant Accounting Policies (continued) Adoption of New Accounting Standards: In ~~September~~February ~~2006~~2010, the Financial Accounting Standards Board ("FASB") issued ~~Statement~~Accounting ~~No.~~Standards ~~157,~~Update ~~Fair~~2010-09 ~~Value~~"Amendments ~~Measurements~~to Certain Recognition and Disclosure Requirements" (~~FAS~~"Update ~~157~~2010-09"). ~~This~~Update ~~Statement~~2010-09 ~~defines~~amends ~~fair~~Accounting ~~value~~Standards Codification ("ASC") 855-10-50-1 to make clear that all entities, ~~establishes~~other athan ~~framework~~SEC ~~for~~filers, ~~measuring~~must ~~fair~~disclose ~~value~~(i) ~~and~~the ~~expands~~date ~~disclosures~~through, ~~about~~which ~~fair~~subsequent ~~value~~events ~~measurements.~~have ~~This~~been ~~Statement~~evaluated ~~establishes~~and a(ii) ~~fair~~whether ~~value~~that ~~hierarchy~~date ~~about~~is the ~~assumptions~~date ~~used~~the tofinancial ~~measure~~statements ~~fair~~were ~~value~~issued ~~and~~or ~~clarifies~~available ~~assumptions~~to ~~about~~be ~~risk~~issued. ~~and~~However, the ~~effect~~SEC offiler aexemption ~~restriction~~does onnot relieve management from its responsibility to evaluate subsequent events through the ~~sale~~date oron ~~use~~which offinancial anstatements ~~asset~~are issued. The ~~standard~~Partnership ~~was~~adopted ~~effective~~these ~~for~~requirements, ~~fiscal~~and ~~years~~it ~~beginning~~did ~~after~~not ~~November~~have 15a material impact on its financial position, ~~2007~~results of operations or related disclosures. In ~~February~~June ~~2008~~2009, the FASB issued ~~Staff~~Accounting ~~Position~~Standards ~~(FSP)~~Update ~~157~~2009-201, ~~Effective~~"Topic ~~Date~~105 ofGenerally ~~FASB~~Acceptable Accounting Principles Amendments Based on Statement of Financial Accounting Standards No. ~~157~~168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" ("Update 2009-01"). ~~This~~Update ~~FSP~~2009-01 ~~delays~~establishes the ~~effective~~FASB ~~date~~ASC as the single source of ~~FAS~~authoritative ~~157~~U.S. ~~for~~generally accepted accounting principles recognized by the FASB to be applied by nongovernmental entities. The ASC supersedes all ~~nonfinancial~~existing ~~assets~~non-Securities and ~~nonfinancial~~Exchange ~~liabilities,~~Commission ~~except~~accounting ~~those~~and ~~that~~reporting ~~are~~standards. ~~recognized~~With orthis ~~disclosed~~standard, atthe ~~fair~~FASB ~~value~~will onissue aAccounting ~~recurring~~Standards ~~basis~~Updates, ~~(at~~which ~~least~~will ~~annually)~~serve only to ~~fiscal~~update ~~years~~the ~~beginning~~ASC. The ASC is effective for financial statements issued for interim and annual periods ending after ~~November~~September 15, ~~2008,~~2009. ~~and~~All ~~interim~~required ~~periods~~references ~~within~~to ~~those~~non-SEC ~~fiscal~~accounting ~~years~~standards have been modified by the Partnership. The ~~impact~~Partnership adopted the requirements of ~~adoption~~Update ~~was~~2009-01 for its financial statements on September 30, 2009, and it did not have a material impact on its financial statement disclosures. In ~~October~~May ~~2008~~2009, the FASB issued ~~Staff~~ASC ~~Position~~855-10, "Subsequent Events" (~~FSP~~"ASC 855-10"). ~~157~~ASC 855-3,10 ~~Determining~~establishes ~~the~~general ~~Fair~~standards ~~Value~~of accounting for and disclosure of aevents ~~Financial~~that ~~Asset~~occur ~~when~~after the ~~Market~~balance ~~for~~sheet ~~That~~date ~~Asset~~but Isbefore ~~Not~~financial ~~Active~~statements are issued or are available to be issued. ~~This~~The ~~FSP~~provisions ~~clarifies~~require management of a reporting entity to evaluate events or transactions that may occur after the ~~application~~balance ofsheet ~~FAS~~date ~~157~~for potential recognition or disclosure in athe ~~market~~financial statements and provides guidance for disclosures that an entity should make about those events. ASC 855-10 is ~~not~~effective ~~active~~for interim or annual financial periods ending after June 15, 2009 and shall be applied prospectively. The Partnership adopted the requirements of this standard on June 30, 2009, and it did not have a material impact on its financial position or results of operations or related disclosures. The adoption ~~was~~of these provisions does not ~~material~~change the Partnership's current practices with respect to evaluating, recording and disclosing subsequent events. In ~~February~~April ~~2007~~2009, the FASB issued ~~Statement~~ASC ~~No. 159~~820-10-65-4, ~~The~~"Determining Fair Value ~~Option~~When the Volume and Level of Activity for ~~Financial~~the ~~Assets~~Asset or Liability Have Significantly Decreased and ~~Financial~~Identifying ~~Liabilities.~~Transactions ~~The~~That ~~standard~~Are ~~provides~~Not ~~companies~~Orderly" ~~with~~("ASC an820-10-65-4"). ~~option~~ASC 820-10-65-4 applies to ~~report~~all ~~selected~~fair ~~financial~~value ~~assets~~measurements and ~~liabilities~~provides atadditional clarification on estimating fair value ~~and~~when ~~establishes~~the ~~presentation~~market activity for an asset has declined significantly. ASC 820-10-65-4 also require an entity to disclose a change in valuation technique and ~~disclosure~~related ~~requirements~~inputs ~~designed~~to the valuation calculation and to ~~facilitate~~quantify ~~comparisons~~its ~~between~~effects, ~~companies~~if ~~that~~practicable. ~~choose~~ASC ~~different~~820-10-65-4 ~~measurement~~is ~~attributes~~effective for ~~similar~~interim ~~types~~and ofannual ~~assets~~periods ~~and~~ending ~~liabilities.~~after ~~The~~June ~~new~~15, ~~standard~~2009, ~~was~~with ~~effective~~early adoption permitted for ~~the~~periods ending after March 15, 2009. The Partnership adopted the requirements of ASC 820-10-65-4 on ~~January~~April 1, ~~2008.~~2009, ~~The~~and ~~Company~~its adoption did not ~~elect~~have a material impact on its financial position and results of operations. Other recent accounting pronouncements issued by the ~~fair~~FASB ~~value~~(includeing ~~option~~its ~~for~~Emerging ~~any~~Issues ~~financial~~Task ~~assets~~Force), the AICPA, and the SEC did not or ~~financial~~are ~~liabilities~~not asbelieved ofby ~~January~~management 1to have a material impact on our present or future financial statements. RAINES LENDERS, ~~2008~~L.P. ~~Effect~~(A ofLimited ~~Newly~~Partnership) ~~Issued~~Notes ~~But~~to ~~Not~~Unaudited ~~Yet~~financial ~~Effective~~statements ~~Accounting~~December ~~Standards:~~31, 2009 and 2008

In December 2007, the FASB issued FAS No. 141 (revised 2007), Business Combinations ("FAS 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. FAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard did not have a material effect on the Partnership's results of operations or financial position.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. FAS No. 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of FAS No. 160 did not have a significant impact on its results of operations or financial position.
RAINES LENDERS, L.P. (A Limited Partnership) Notes to Financial Statements December 31, 2008 and 2007
Summary of Significant Accounting Policies (continued)
Effect of Newly Issued But Not Yet Effective Accounting Standards (continued
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133". FAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 for derivative instruments and hedging activities. FAS No. 161 requires qualitative disclosure about objectives and strategies for using derivative and hedging instruments, quantitative disclosures about fair value amounts of the instruments and gains and losses on such instruments, as well as disclosures about credit-risk features in derivative agreements. FAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this standard did not have a material effect on the Partnership's results of operations or financial position.
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 9% at December 31, 2008 and 10% at December 31, 2007 and are payable on demand.
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 9% at December 31, 2009 and 10% at December 31, 2007 and are payable on demand.
,	For the year ending December 31
For the year ending December 31,
Statement of operations		~~2008~~	2009		~~2007~~	2008
Management fees	$	~~9,000~~	9,000	$	~~9,000~~$	9,000		$
Accounting fees		~~12,875~~	13,500		~~13,732~~	12,875
Balance sheet
		~~note for liquidity~~	note for liquidity		~~accrued interest~~	accrued interest		~~note for services~~	note for services		~~total~~	total
Balance at January 1, 2007	$	663,000			95,527			10,375			768,902
Balance at December 31, 2007			588,000			151,294			10,375			749,669
new loans		~~71,000~~			~~66,300~~	53,380		~~19,375~~	19,375		~~156,675~~	72,755
Repayments		~~(146,000~~	(50,000)	)	~~(10,533~~	(204,674)	)	~~(19,375~~	(19,375)	)	~~(175,908~~	(274,049)	)
Balance at December 31, 2007		588,000			151,294			10,375			749,669
Balance at December 31, 2008			538,000			0			10,375			548,375
new loans					~~53,380~~	50,468		~~19,375~~	4,500		~~72,755~~	54,968
Repayments		~~(50,000~~		)	~~(204,674~~	(50,468)	)	~~(19,375~~		)	~~(274,049~~	(50,468)	)
Balance at December 31, 2008	$	538,000			0			10,375			548,375
Balance at December 31, 2009			538,000			0			14,875			552,875

RAINES LENDERS, L.P. (A Limited Partnership) Notes to ~~Financial~~Unaudited ~~Statements~~financial statements December 31, ~~2008~~2009 and ~~2007~~2008 Restricted Cash At December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership had a cash balance of $152,242 ~~and $146,313, respectively,~~ 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. Land and Improvements Held for Sale Land and improvements held for sale at December 31, ~~2008~~2009 and ~~2007~~2008 were $1,817,986. The Partnership held approximately 175 acres at December 31, ~~2008~~2009 and ~~2007~~2008. The aggregate cost for federal income tax purposes of land and improvements held for sale was $ 4,358,929 at December 31, ~~2008~~2009 and ~~2007~~2008. Management Plans The Partnership has suffered recurring losses from operations and has a net working capital deficiency at December 31, ~~2008~~2009 that raises substantial doubt about its ability to continue as a going concern. At December 31, ~~2008~~2009, the Partnership had unrestricted cash of $~~207~~156,~~919~~558 and liabilities to non-affiliated entities of $~~390~~523,~~281~~589. At December 31, ~~2008~~2009, the Partnership owned assets with a carrying value of $2,~~178~~126,~~147~~786 and has liabilities of $~~938~~1,~~656~~076,464. If funds are not sufficient in ~~2009~~2010, the General Partner ~~will~~may defer the collection of fees for certain affiliated expenses ~~and will provide advances until cash becomes available. Upon maturity of the Note payable to the bank~~, ~~management~~reduce ~~intends~~administrative toand ~~renew~~all ~~the~~other ~~note with the current bank~~costs, ~~seek~~including ~~financing~~suspension ~~from another financial institution or affiliate~~ of the ~~General~~outside ~~Partner,~~audit orreview ~~retire~~and ~~the~~may ~~note~~provide ~~with~~advances ~~land~~until ~~sale~~cash ~~proceeds,~~becomes as available. Note Payable On December 31, ~~2008~~2009, the Partnership held a term loan to a bank of $~~257~~400,~~721~~000 which bears interest at prime rate + ~~.50~~1% with a floor of ~~4.25~~5% and a ceiling of 21.0% (~~4.25~~5% at ~~December~~March 31, ~~2008~~2010). The land and improvements held for sale serve as collateral for the loan. The officers of the general ~~partners~~partner of 222 Raines, Ltd., the Registrant's General Partner, have personally guaranteed the note. The term loan from the bank was renewed on June 30, ~~2008~~2009 extending the maturity to June 30, ~~2009~~2011. The terms of the note agreement ~~remained~~include ~~the same. The~~ interest ~~rate~~only ~~at March 16, 2009 is 4.25%. Principal and interest~~ payments ~~are $5,384 a month~~. ~~The aggregate maturities of long-term debt subsequent to December 31, 2008 are $257,721 in 2009.~~

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. ~~None~~Due to funding constraints, the General Partner has elected to defer the engagement of outside auditors at this time. Management will attempt to comply with financial disclosures within these constraints. Item 9A(T). Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered in this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our principal executive officer and principal financial officer, who that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The plan of the principal executive officer and principal financial officer to strengthen the controls and procedures over financial reporting is to monitor changes and modifications in the regulations and guidelines that impact the reporting obligations of the Registrant and respond accordingly. (b) Management's Annual Report on Internal Control Over Financial Reporting. Management of the Registrant is also responsible for establishing and maintaining internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. The Registrant's internal controls over financial reporting are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Registrant's internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Registrant; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of unaudited financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Registrant are being made only in accordance with authorizations of management and directors of the Registrant; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrant's assets that could have a material effect on the unaudited financial statements. In evaluating internal controls, management considered the amount of Raines Lenders's financial activities and resources. Raines Lenders has for the past several years, used the services of Landmark Realty Services's accounting department to assist in completing the financial reporting process, but ultimately the principal executive officer and principal financial officer are responsible not only for controls, but also for all other aspects of general ledger, disbursements and receipts, and financial statement preparation. Management assessed the effectiveness of the Registrant's internal control over financial reporting as of December 31, 2008. Management has concluded that the Registrant's internal control over financial reporting was effective as of December 31, 2008. This Annual Report does not include an attestation report of the Registrant's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Registrant's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Registrant to provide only management's report on internal control in this Annual Report. There were no changes in our internal controls or in other factors that occurred during the fourth quarter of our fiscal year ended December 31, ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect these internal controls over financial reporting.

Item 9(b). Other Information

None

PART III

Item 10. Directors and Executive Officers of the Registrant

The Registrant does not have any directors or officers. 222 Raines, Ltd. is the General Partner. ~~Steven D. Ezell, Michael A. Hartley and~~ 222 Partners, Inc. ~~are~~is the general ~~partners~~partner of the General Partner and as such ~~have~~has general responsibility and ultimate authority in matters affecting Registrant's business. The General Partners of 222 Raines, Ltd. are as follows: ~~Steven~~222 DPartners Inc. ~~Ezell~~222 ~~Steven~~Partners, DInc. ~~Ezell,~~was ~~age~~formed ~~56,~~in isSeptember a1986 and serves as General Partner for several other real estate investment limited partnerships. The directors of 222 ~~Raines~~Partners, ~~Ltd~~Inc. Heare Steven D. Ezell and Michael A. Hartley. Officers of 222 Partners, Inc. are: Steven D. Ezell Steven D. Ezell, age 57, 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~~Prior ~~the~~to ~~prior~~joining ~~four~~Landmark ~~years~~in 1986, Mr. Ezell was involved in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. Michael A. Hartley Michael A. Hartley, age 4950, 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. 222 Partners Inc. 222 Partners, Inc. was formed in September 1986 and serves as General Partner for several other real estate investment limited partnerships. The directors of 222 Partners, Inc. are Steven D. Ezell and Michael A. Hartley.

Item 11. Executive Compensation

During ~~2008~~2009, 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 and Related Security Holder Matters As of February 28, 2009, no person or "group" (as that term is used in Section 3(d) (3) of the Securities Exchange Act of 1934) was known by the Registrant to beneficially own more than five percent of the Units of Registrant. As of the above date, the Registrant knew of no officers or directors of 222 Partners, Inc. that beneficially owned any of the units of the Registrant. There are no arrangements known by the Registrant, the operation of which may, at a subsequent date, result in a change in control of the Registrant.

Item 13. Certain Relationships and Related Transactions

During ~~2008~~2009, no affiliated entities have earned compensation for services from the Registrant in excess of $60,000. For a listing of all miscellaneous transactions with affiliates refer to Note 2 to the ~~Financial~~Unaudited ~~Statements~~financial statements in Item 7.

Item 14. Principal Accountant Fees and Services

Audit Related Fees Our principal accountants billed us an aggregate of $2616,~~869~~000 in 2009 in fees and expenses for professional services rendered in connection with the reviews of the financial statements included in our quarterly reports on Form 10Q during the first three quarters of 2009. Our principal accountants billed us an aggregate of $2226,~~000~~869 in 2008 in fees and expenses for professional services rendered in connection with the ~~audits~~audit of our financial statements for the calendar ~~years~~year ended December 31, 2008 and ~~2007, respectively, and~~ reviews of the financial statements included in our quarterly reports on Form 10Q during such calendar year. Our principal accountants did not bill us any additional fees that are not disclosed under audit fees in each of the last two calendar years for assurance and related services that are reasonably related to the performance of our audit or review of our financial statements. Tax Fees No tax fees were paid to our principal accountants for tax compliance, tax advice and tax planning during calendar years ended December 31, ~~2008~~2009 and ~~2007~~2008. All Other Fees No other fees were paid to our principal accountants during calendar years ended December 31, ~~2008~~2009 and ~~2007~~2008 for products and services other than those products and services described above. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Because the Registrant's units of Limited Partnership are not traded, the General Partner acts as the audit committee. The General Partner pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. Due to a lack of financial liquidity, the General Partner declined the annual audit services for the year ending December 31, 2009.

Item 15. Exhibits, Financial Statement schedules and Reports on form 8-K

(a)	(1)	~~Financial~~Unaudited ~~Statements~~financial statements
		See Financial Statements Index in Item 8 hereof.
		See Unaudited financial statements Index in Item 8 hereof.
	(2)	Financial Statement Schedule
		All other schedules have been omitted because they are inapplicable, not required or the information is included in the financial statements or notes thereto.
		All other schedules have been omitted because they are inapplicable, not required or the information is included in the unaudited financial statements or notes thereto.
	(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 3, 1989 filed pursuant to Rule 424(b) of the Securities and Exchange Commission.
	22	Subsidiaries-Registrant has no subsidiaries.
	31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc. the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009.~~2010
	31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice President of 222 Partners, Inc, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009.~~2010
	32	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, the President and Vice President of 222 Partners, Inc. the general ~~partners~~partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009~~2010.
(b)		No reports on Form 8-K have been filed during the last quarter of ~~2008~~2009.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, 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: March 31, 2009		By: /s/ Steven D. Ezell
	By: 222 Partners, Inc.
			General Partner and Chief Executive Officer
		General Partner
DATE: March 31, 2009		By: /s/ Michael A. Hartley
DATE: March 31, 2010		By: /s/ Michael A. Hartley
			General Partner and Chief Financial Officer
			Secretary/Treasurer
	By: 222 Partners, Inc.
		General Partner
DATE: March 31, 2009		By: /s/ Michael A. Hartley
				Secretary/Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 31, 2009		By: /s/ Steven D. Ezell
	By: 222 Partners, Inc.
			General Partner and Chief Executive Officer
		General Partner
DATE: March 31, 2009		By: /s/ Michael A. Hartley
DATE: March 31, 2010		By: /s/ Michael A. Hartley
			General Partner and Chief Financial Officer
			Secretary/Treasurer
	By: 222 Partners, Inc.
		General Partner
DATE: March 31, 2009		By: /s/ Michael A. Hartley
				Secretary/Treasurer

Supplement Information to be furnished with Reports filed Pursuant to Section 15(d) of the Exchange Act by Non-reporting Issuers

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

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

RAINES LENDERS, L.P.

(A Delaware 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 3, 1989 filed pursuant to Rule 424(b) of the Securities and Exchange Commission.
22	Subsidiaries-Registrant has no subsidiaries.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc. the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009~~2010.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice President of 222 Partners, Inc, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009~~2010.
32	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, the President and Vice President of 222 Partners, Inc. the general ~~partners~~partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, ~~2009~~2010.

index

Exhibit 31.1

CERTIFICATION

I, Steven D. Ezell, certify that:

1. I have reviewed this annual report on Form 10-K of Raines Lenders, L.P.

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the unaudited 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 officers 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 and control procedures to be designed under our supervision, to ensure that material information relating to the registrant 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 unaudited 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 procedures as of December 31, ~~2008~~2009 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 quarter in the case of this 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
		By: 222 Partners, Inc
		General partner
DATE: March 31, 2010		By:/s/ Steven D. Ezell
			Chief Executive Officer

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

Exhibit 31.2 CERTIFICATION I, Michael A Hartley, certify that: 1. I have reviewed this annual report on Form 10-K of Raines Lenders, L.P. 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the unaudited 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 officers 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 and control procedures to be designed under our supervision, to ensure that material information relating to the registrant 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 unaudited 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 procedures as of December 31, 2009 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 quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
		By: 222 Partners Inc.
		General partner
DATE: March 31, 2010		By:/s/ Michael A. Hartley
			Chief Financial Officer

Index2

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

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 31, 2009		By:/s/ Steven D. Ezell
			General Partner and Chief Executive Officer

Exhibit 31.2 CERTIFICATION I, Michael A Hartley, certify that: 1. I have reviewed this annual report on Form 10-K of Raines Lenders, L.P. 2. Based on my knowledge, this annual 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 annual 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 officers 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 and control procedures to be designed under our supervision, to ensure that material information relating to the registrant 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 procedures as of December 31, 2008 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 quarter in the case of this 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.
	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 31, 2009		By:/s/ Michael A. Hartley
			General Partner and Chief Financial Officer

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

To my knowledge, this Report on Form 10-K for the year ended December 31, ~~2008~~2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Raines Lenders, L.P. except for the omission of audited financial statements disclosed in Item 7, above.

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
			By: 222 Partners, Inc
			General Partner
			By:/s/ Steven D. Ezell
			General Partner and Chief Executive Officer
			Chief Executive Officer
Date: March 31, 2009			By:/s/ Michael A. Hartley
Date: March 31, 2010			By:/s/ Michael A. Hartley
				General Partner and Chief Financial Officer
				Chief Financial Officer

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