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, 2010
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 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. Yes X No

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

In addition to historical information, this Annual Report on Form 10-K contains certain statements that are "Forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as "may", "will", "should", "expects", "intends", "anticipates", "believes", "estimates", "predicts", OR "continue" or the negative of these terms or other comparable terminology. Because forwared-looking statements involve risks and uncertainties, important factors could cause actual results to differ materially from those expressed or implied by these forward-looking statements although the Partnership believes that expectations reflected in the forward-looking statements are reasonable. It cannot guarantee future results, performance or achievements moreover, neither the Partnership nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The Partnership is under no duty to update any forward-looking statement after the date of this report to conform such statements to actual results.

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 partner is 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 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, 2010, 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 comments as of March 31, 2011.

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. (Removed and Reserved)
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 March 31, 2011, there were 441 holders of record of the Units of Limited Partnership Interests.

There were no distributions made in 2010, or 2009. 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 are comparable to 2009 except for the increase in legal and accounting fees and a decline in interest expense. In 2010 the Partnership ceased accruing interest on theNotes Payable to Affiliates because the General Partner thought payment of the increasing total of interest and principal seemed likely until sales of the Property occur. The change in legal and accounting fees is due to an increase in property tax consulting fees in 2010 that are not expected to repeat in the near future.

The General Partner has assessed the future liquidity needs of the Registrant and has 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, 2010, the Partnership had unrestricted cash of $62,509 and liabilities to non-affiliated entities of $556,315. At December 31, 2010, the Partnership owned assets with a carrying value of $2,019,695 and has liabilities of $1,109,415. Because operating funds are not expected to be sufficient in 2011, 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, 2010 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 31, 2011, 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, 2009 and 2010, management relied on the value in the appraisal prepared by an independant third party professional. No impairment charge was deemed necessary during 2009 or 2010. 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, 2010, 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, 2010 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 31, 2011, 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, 2010 are $400,000 in 2011.

At December 31, 2010 and 2009, the Partnership had a cash balance of $139,200 and $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, 2010, the Partnership had borrowings from the General Partner totaling $553,100. These loans bear interest at a rate of 9% at December 31, 2010. 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, the"FASB," issued Accounting Standards Update 2010-09 "Amendments to Certain Recognition and Disclosure Requirements." This update removes the requirement for the Partnership to disclose the date through which subsequent events have been evaluated in issued financial statements. The Partnership evaluates subsequent events after the balance sheet date through the issuance of the financial statements.

Other recent accounting pronouncements issued by the FASB (including 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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 8. Unaudited financial statements and Supplementary Data

RAINES LENDERS, L.P.

(A Limited Partnership)

UNAUDITED FINANCIAL STATEMENTS

INDEX

(a)(1)Unaudited financial statements

Unaudited financial statements:
	Balance Sheets
	Statements of Operations
	Statements of Partners' Equity
	Statements of Cash Flows
	Notes to Unaudited financial statements

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Balance Sheets

December 31, 2010 and 2009

		December 31,
Assets		2010		2009


Cash	$	62,509	$	156,558
Restricted Cash		139,200		152,242
Land		1,817,986		1,817,986

Total Assets	$	2,019,695	$	2,126,786



Liabilities and Partners' Equity

Note Payable to Bank	$	400,000	$	400,000
Propery Tax Payable		68,848		31,577
Due to Affiliate		553,100		552,875
Accounts Payable		87,467		92,012

Total Liabilities		1,109,415		1,076,464

Partners' Equity:
Limited Partners, 5,625 units outstanding		910,280		1,050,322
Total Liabilities and Partners' Equity	$	2,019,695	$	2,126,786

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Operations

Years ended December 31, 2010 and 2009


		For the twelve months ending December 31,

Revenues		2010			2009

Interest earned	$	4,586		$	1,696

Expenses
Management and mortgage servicing fees		9,000			13,500
Legal and accounting fees		35,869			24,900
General and administrative		6,775			16,259
Land maintenance expenses		2,900
Interest expense		14,894			69,110
State taxes		100			639
Property tax expense		74,340			56,417
Architect and engineering fees		750			10,040

Total Expenses		144,628			190,865


Net loss		(140,042	)		(189,169	)

Comprehensive loss	$	(140,042	)	$	(189,169	)

Net loss allocated to:
General Partner
Limited Partners		(140,042	)		(189,169	)

Net loss per limited partner unit		(24.90	)		(33.63)	)
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, 2010 and 2009

		Limited Partners	General Partner	Total
	Units	Amounts	Amounts	Amounts
Balance at January 1, 2009	5,625	1,239,491	--	1,239,491
Net loss		(189,169)	--	(189,169)
Balance at December 31, 2009	5,625	1,050,322	--	1,050,322
Net loss		(140,042)	--	(140,042)
Balance at December 31, 2010	5,625	910,280	--	910,280

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Cash Flows

Years ended December 31, 2010 and 2009



		For the twelve months ending December 31,

Cash flows from operating activities		12/31/2010			12/31/2009
:

Net income/(loss)	$	(140,042	)	$	(189,169	)
Adjustments to reconcile net loss to net cash used in operating activities:

(Decrease)/Increase in due to affiliate		225			4,500
Decrease in accounts payable		(4,545	)		(21,501	)
Decrease in restricted cash		13,042
(Decrease) increase in property taxes payable		37,271			12,530

Net cash provided by operating activities		(94,049	)		(193,640	)

Cash flows from financing activities
Payments on Note to bank		0			(23,052	)
Additional loan proceeds from Note to bank		0			165,330

Net cash provided by financing activities		0			142,278

Net decrease in cash		(94,049	)		(51,362	)

Cash at beginning of period		156,558			207,919
Cash at end of period	$	62,509		$	156,558

Supplemental disclosures
Cash paid for interest	$	14,894		$	69,110
Cash paid for taxes	$	100		$	639

See accompanying notes to unaudited financial statements.

index

RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Unaudited financial statements
December 31, 2010 and 2009

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 Unaudited financial statements
December 31, 2010 and 2009

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 $11,022,759 and $10,347,759 at December 31, 2010 and 2009, 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, 2010 and 2009, the Partnership had no components of other comprehensive (loss)/income. Accordingly, comprehensive (loss)/income for each of the years was the same as net income(loss).

Land and Improvements Held for Sale

At December 31, 2010, 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. 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.

Adoption of New Accounting Standards:

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.

RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Unaudited financial statements
December 31, 2010 and 2009

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, 2010 and 2009 and are payable on demand.

	For the year ending December 31,
Statement of operations	2010				2009

Management fees	$9,000				$9,000
Accounting fees	$15,325				$13,500


Balance sheet
		note for liquidity		accrued interest			note for services		total
Balance at January 1, 2009	$	538,000	$	0		$	10,375	$	548,375
new loans				50,468			4,500		54,968
Repayments				(50,468		)			(50,468	)
Balance at December 31, 2009		538,000		0			14,875		552,875
new loans		0					15100		15,100
Repayments		0					(14,875	)	(14,875	)
Balance at December 31, 2010	$	538,000	$	0		$	15,100	$	553,100

RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Unaudited financial statements
December 31, 2010 and 2009

Restricted Cash

At December 31, 2010 and 2009, the Partnership had a cash balance of $139,200 and $152,242, 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, 2010 and 2009 were $1,817,986. The Partnership held approximately 175 acres at December 31, 2010 and 2009. The aggregate cost for federal income tax purposes of land and improvements held for sale was $ 4,358,929 at December 31, 2010 and 2009.

Management Plans

The Partnership has suffered recurring losses from operations and has a net working capital deficiency at December 31, 2010 that raises substantial doubt about its ability to continue as a going concern. At December 31, 2009, the Partnership had unrestricted cash of $62,509 and liabilities to non-affiliated entities of $556,315. At December 31, 2010, the Partnership owned assets with a carrying value of $2,019,695 and has liabilities of $1,109,415. If funds are not sufficient in 2011, the General Partner may defer the collection of fees for certain affiliated expenses, reduce administrative and all other costs, including suspension of the outside audit review and may provide advances until cash becomes available.

Note Payable

On December 31, 2010, the Partnership held a term loan to a bank of $400,000 which bears interest at prime rate + 1% with a floor of 5% and a ceiling of 21.0% (5% at March 31, 2011). The land and improvements held for sale serve as collateral for the loan. The officers of the general 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, 2009 extending the maturity to June 30, 2011. The terms of the note agreement include interest only payments.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

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. 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, the Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures. Based on this evaluation, Management concluded that the 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.

(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, 2010. Management has concluded that the Registrant's internal control over financial reporting was effective as of December 31, 2010.

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 the 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, 2010 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. 222 Partners, Inc. is the general partner of the General Partner and as such has general responsibility and ultimate authority in matters affecting Registrant's business.

The General Partners of 222 Raines, Ltd. are as follows:

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.

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

Item 11. Executive Compensation

During 2010, 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, 2011, 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 2010, 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 Unaudited financial statements in Item 7.

Item 14. Principal Accountant Fees and Services

Audit Related Fees

Our principal accountants billed us an aggregate of $16,000 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 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, 2010 and 2009.

All Other Fees

No other fees were paid to our principal accountants during calendar years ended December 31, 2010 and 2009 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, 2010 and 2009.

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

(a)	(1)	Unaudited financial statements
		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 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, 2011
	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, 2011
	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 partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, 2011.
(b)		No reports on Form 8-K have been filed during the last quarter of 2010.

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
	By: 222 Partners, Inc.
		General Partner
DATE: March 31, 2011		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
	By: 222 Partners, Inc.
		General Partner
DATE: March 31, 2011		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, 2011.
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, 2011.
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 partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 31, 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, 2010 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, 2011		By:/s/ Steven D. Ezell
			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 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, 2011 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, 2011		By:/s/ Michael A. Hartley
			Chief Financial Officer

Index2

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

To my knowledge, this Report on Form 10-K for the year ended December 31, 2010, 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
			Chief Executive Officer
Date: March 31, 2011			By:/s/ Michael A. Hartley
				Chief Financial Officer

RAINES LENDERS L P 10-K