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

FORM 10-Q

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ending March 31, 2011
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _____________

Commission File Number: 33-26327

RAINES LENDERS, L. P.

(Exact name of Registrant as specified in its charter)

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

4205 Hillsboro Pike, Suite 208, Nashville, TN 37215

(Address of principal executive offices)

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

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

Yes X No

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


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

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

Yes þ No

PART 1. FINANCIAL INFORMATION

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

FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2011 and 2010
(Unaudited)

INDEX

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Balance Sheets as of March 31, 2011 and December 31, 2010
		Statements of Operations for the three months ended March 31, 2011 and 2010
		Statements of Cash Flows for the three months ended March 31, 2011 and 2010
		Notes to Financial Statements for the three months ended March 31, 2011 and 2010
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 3.Quantitative and Qualitative Disclosures about Market Risk
	Item 4T Controls and procedures
PART II. OTHER INFORMATION
	Item 6. Exhibits
Signatures

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

(Unaudited)

		March 31, 2011		December 31, 2010
ASSETS

Cash	$	30,642	$	62,509
Restricted cash - First TN		139,200		139,200
Land		1,817,986		1,817,986

Total Assets	$	1,987,828	$	$2,019,695



LIABILITIES AND CAPITAL

Liabilities
Accounts payable	$	62,467	$	87,467
Propery tax payable		90,748		68,848
Due to affiliate		555,350		553,100
Note payable to bank		400,000		400,000

Total Liabilities		1,108,565		1,109,415

Total Capital		879,263.00		910,280

Total Liabilities & Capital	$	1,987,828	$	2,019,695

See accompanying notes to financial statements.

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

		For the three months ended
		March 31,
		2011			2011

Revenues	$	-		$	-

Expenses
Property tax expense		21,900			21,852
Management fees		2,250			2,250
Legal and accounting fees		1,867			10,626
Administration expenses		-			774
Interest expense		5,000			17,105

Total Expenses		31,017			52,608


Net Loss	$	(31,017	)	$	(52,608	)



Net Loss per limited partner unit	$	(5.51	)	$	(9.35	)
Limited partner units outstanding		5,625			5,626

See accompanying notes to financial statements.

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

		For the three months ended March 31,
		2011			2010
Cash flows from operating activities:

Net Loss	$	(31,017	)	$	(52,608	)
Adjustments to reconcile net loss to net cash from operating activities:

Increase in Due to affiliates		2,250			14,355
(Decrease) in accounts payable		(25,000	)		-
(Decrease)/increase in property taxes payable		21,900			(17,837	)

Net cash from operating activities		(31,867	)		(56,090	)


Net decrease in cash		(31,867	)		(56,090	)

Cash at beginning of period		62,509			156,558
Cash at end of period	$	30,642		$	100,468

Cash payments
interest	$	5,000		$	5,000

See accompanying notes to financial statements.

RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Three months Ended March 31, 2011 and 2010
(Unaudited)

A. ACCOUNTING POLICIES

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Form 10-K for the year ended December 31, 2010. In the opinion of management such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the three-month period ended March 31, 2011 may not be indicative of the results that may be expected for the year ending December 31, 2011.

These financial statements were issued on May 20, 2011, with May 20, 2011 as the date through which subsequent events have been evaluated by management for recognition or disclosure purposes.

B. RELATED PARTY TRANSACTIONS

The General Partner and its affiliates have been actively involved in managing the Partnership. Affiliates of the General Partner receive fees for performing certain services. Expenses incurred for these services are disclosed below. The Registrant has loans from affiliates of the general partners. The loans are funds transferred to provide liquidity, for the accrual of payments of services provided and for interest accrued on these notes. These loans are documented with notes that bear interest at a rate of 9% and are payable on demand. Due to uncertainty of payment, the Partnership has discontinued accruing interest expense on these affiliated loans for the quarter ending March 31, 2011.


Statement of operations		2011		2010

Management fees	$	2,250	$	11,250
Accounting fees		-		10,906

Balance sheet		note for liquidity		note for services		accrued interest		Total

Balance at December 31, 2010	$	538,000	$	15,100	$		$	553,100
Increase payables in 2011				2,250				2,250
Repayments								0
								0
Balance at March 31, 2011	$	538,000	$	17,350	$	0	$	555,350

C. COMPREHENSIVE (LOSS) INCOME

During the three-month periods ended March 31, 2011 and 2010, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the periods was the same as net loss.

RAINES LENDERS, L.P.
(A Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Three months Ended March 31, 2011 and 2010
(Unaudited)

D. LIQUIDITY

The Partnership has suffered recurring losses from operations. At March 31, 2011, the Partnership had unrestricted cash of $30,642 and liabilities to non-affiliated entities of $553,215. The Partnership owns assets with a net book value of $1,987,828 and has liabilities of $1,108,565. If funds are not sufficient to fund operations in 2011, the General Partner will defer the collection of fees for certain affiliated expenses and will use reasonable efforts to cover partnership needs until cash becomes available.

E. IMPAIRMENT

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management relied on the value in an appraisal prepared by an independent 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 estimated Fair Value.

F. NOTE PAYABLE

On March 31, 2011, the Partnership held a term loan to a bank of $400,000 that bears interest at Prime +1% with a floor of 5% (5% at March 31, 2011). The 175 acres of land and improvements held for sale serve as collateral for the loan. The general partners of 222 Raines, Ltd., the Registrant's General Partner, have personally guaranteed the note. The loan terms require monthly payments of interest only. The maturity date of the loan is June 30, 2011.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Quarter Ended March 31, 2011.

In addition to historical information, this Quarterly Report on Form 10-Q 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.

The Registrant had no land sales during the first three months of 2011 or 2010. Registrant expenses are comparable to prior years except for the discontinuation of the accrual of interest expense on affiliated loans in 2011 due to the uncertainty of payment..

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 the Form 10-K as of December 31, 2010 and in this Form 10-Q as of March 31, 2011 have been postponed. These services along with most all other administrative services have been reduced as much as possible. The General Partner has attempted to comply with security regulations within these constraints

Financial Condition and Liquidity

Critical Accounting Policies

Contractual Obligations and Commitments

At March 31, 2011, the Partnership has no capital lease obligations, operating leases, or unconditional purchase obligations. The Partnership does not enter into derivative transactions. On March 31, 2011, the Partnership held a term loan to a bank of $400,000 that bears interest at Prime +1% with a floor of 5% (5% at March 31, 2011). The 175 acres of land and improvements held for sale serve as collateral for the loan. The general partners of 222 Raines, Ltd., the Registrant's General Partner, have personally guaranteed the note. The loan terms require monthly payments of interest only. The maturity date of the loan is June 30, 2011.

At March 31, 2011 and 2010, the Partnership had a cash balance of $139,200 restricted by the City of Memphis to be used to fund property improvements, consisting of road and utility work. This restricted cash secures a letter of credit in the same amount to ensure the required developments are made. The Partnership may also borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At March 31, 2011, the Partnership had borrowings from the General Partner totaling $553,100. Transactions with the General Partner and affiliates are discussed in Note B to the financial statements.

Item 4T. Controls and Procedures

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

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

Part II. OTHER INFORMATION

INDEX

Item 6. Exhibits and reports on Form 8-K
(a) Exhibits

Exhibit Number	Description
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, general partner of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on May 20, 2011.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, general partner of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on May 20, 2011.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell and Michael A. Hartley, general partners of 222 Raines, Ltd., General Partner of Raines Lenders, L.P. on May 20, 2011.

(b) The Registrant has not filed a Form 8-K during the three-month period ending March 31, 2011.

exhibit

RAINES LENDERS, L. P.

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

I, Steven D. Ezell, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Raines Lenders, L.P; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: May 20, 2011		By:	Steven D. Ezell
			general partner

Exhibit

RAINES LENDERS, L. P.

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

CERTIFICATE OF CHIEF FINANCIAL OFFICER
Exhibit 31.2

I, Michael A. Hartley, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Raines Lenders, L.P; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: May 20, 2011		By:	Michael A. Hartley
			general partner

exhibit

RAINES LENDERS, L. P.

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

Exhibit 32.1

In connection with the Report of Raines Lenders, L. P. on Form 10-Q for the quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report does not fully comply with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 because the services of the third party independent auditor to review the financial statements included in the Form 10-Q have been postponed; although

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

	Raines Lenders, L.P.
	By:	222 Raines, Ltd.
Date: May 20, 2011		By:	Steven D. Ezell
			general partner

Date: May 20, 2011		By:	Michael A. Hartley
			general partner

SIGNATURES

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

.	RAINES LENDERS, L.P.
	By: 222 RAINES LTD.
		General Partner
Date: May 20, 2011		By: /s/ Steven D. Ezell
			general partner
		By: 222 PARTNERS, INC.
			general partner
Date: May 20, 2011			By: /s/ Michael A. Hartley
				Vice President

RAINES LENDERS L P 10-Q