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

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

or

[ ] 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-A

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

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

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  YES X NO 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

The aggregate 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.

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 are Steven D. Ezell, Michael A. Hartley and 222 Partners, Inc.

Prior to December 29, 2000, the Registrant's primary business was to lend monies to Raines Road, L.P., an affiliated partnership, which was engaged primarily in the business of acquiring, developing and disposing of certain undeveloped real estate in Memphis, Tennessee (the "Property"). The General Partner determined that the value of the underlying collateral could not result in full payment of the debt and accrued interest. On December 29, 2000, the Registrant foreclosed on the debt of Raines Road, L.P. due to defaults on the loan agreement. Because of the foreclosure, the Registrant's financial statements included herein, as of December 31, 2000, reflect the transfer of the Property to the Registrant.

Prior to December 28, 2000, the Registrant's investment objectives were preservation of capital and capital appreciation through lending with a participating interest in a partnership that invested in real estate which was expected to appreciate through the passage of time, growth in the surrounding areas, and the development of the Property prior to resale. After December 28, 2000, 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

In 1989, the Registrant issued a $4,700,000 participating mortgage note (the "Lender Financing"), maturing on December 31, 2001, to Raines Road, L.P., (the "Borrower") an affiliated partnership sharing the same General Partner. The proceeds of the Lender Financing were used by the Borrower, together with the available equity proceeds, to acquire the Property and fund reserves. The Lender Financing entitled the Registrant to receive a priority return of interest and principal and 50% of the "Net Revenues", if any, from sale proceeds of land collateralizing the debt. On December 29, 2000, the Registrant foreclosed on the debt of Raines Road, Ltd. due to defaults on the loan agreement.

The land taken in foreclosure consists of approximately 200 acres of partially developed land on Raines Road in Memphis, Tennessee, adjacent to the Memphis International Airport (the "Property"). 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.

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.

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.

The Property taken in foreclosure consists of approximately 200 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

Registrant is not a party to material legal proceedings.

The security holders of Registrant did not vote on any matter during the fiscal year covered by this report.

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, 2002, there were 488 holders of record of the Units of Limited Partnership Interests.

There were no distributions made in 2001, 2000 or 1999. 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.

For the Year Ended
December 31,

Results of Operations

The Registrant foreclosed on its lien on the Property on December 29, 2000 at a bid price of $5,400,000, based on (i) the outstanding loan and interest receivables balance and (ii) the Registrant's estimate of the retail market value of the property. The Registrant subsequently obtained a third-party appraisal to help ascertain the appropriate fair value of the property. The fair value of the Property was difficult to determine since there have been no sales activity over the past three years. The primary factors in determining the fair value of the Property are (i) discount rate to apply to anticipated future net cash flows, (ii) the sales pricing obtainable for both the smaller and larger parcels, (iii) the amount of money needed to be spent to obtain these sales prices and (iv) the period of time it will it take to sell the property at these assumed sales prices. Based on the specific assumptions set out in the appraisal report and the estimate of the Net Present Value of the Proper ty reflected in the appraisal, the Registrant (i) recorded the Property at a fair value of $3,400,000 and (ii) recorded bad debt expense of $2,363,088.

Due to the foreclosure, the operations of the Registrant include property expenses and expenses from foreclosure beginning in 2001. Miscellaneous income in 2001 represents the refund of estimated payments made on franchise and excise tax. The increase in 2001 legal and accounting fees is due to the foreclosure. General and administrative costs increased from 1999 due to the foreclosure of the Property. In 2000, unamortized capitalized loan costs at December 29, 2000 were written off and recorded as bad debt expense due to the foreclosure. The State of Tennessee enacted legislation to assess franchise and excise tax on limited partnerships beginning with the year ending December 31, 2000. Property taxes in 2001 reflect those taxes due for the first year the property was owned by the Registrant.

Financial Condition and Liquidity

At December 31, 2001, the Partnership had unrestricted cash of $44 and liabilities to non-affiliated entities of $515,584. The cash is insufficient to fund ongoing operations. The Partnership owns assets with a carrying value of $3,548,005 and has total liabilities of $515,584. If funds are not sufficient to meet operational expenses in 2002, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available. Further, on December 31, 2001, the Registrant secured a line of credit from a bank totaling $600,000 and can draw down on this line as necessary to fund operations. At December 31, 2001, the Registrant had drawn down $321,352, which bears interest at a prime rate of 4.75% at December 31, 2003 and is due December 21, 2002

Critical Accounting Policies

As discussed in Note 1 to the financial statements, land and improvements held for sale is reported at the lower of carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the Fair Value. Based upon management's analysis of the Partnership's land and improvements held for sale, no impairment charge was necessary at December 31, 2001.

Contractual Obligations and Commitments

At December 31, 2001, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. The partnership has a line of credit of $600,000 at a bank and has drawn down $321,352 on the line at December 31, 2001. Interest on this amount is at prime rate (4.75% at December 31, 2001) and amounts drawn down are due December 21, 2002. At December 31, 2001and 2000, the Partnership has cash balances of $139,200 and $140,774, 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, 2001, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in footnote 2 to the financial statements.

Recently Issued Accounting Standards

The Registrant has no significant market risk exposure as defined by Item 305 of Regulation S-K of the Securities Exchange Act of 1934.

RAINES LENDERS, L.P.

(A Limited Partnership)

FINANCIAL STATEMENTS

INDEX

Independent Auditors' Report

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, 2001 and 2000, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. 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 auditing standards generally accepted in the United States of America. 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, 2001 and 2000, and the results of its operations and its cash flows for each of the years in the three- year period ended December 31, 2001, in conformity with accounting principles generally accepted  in the United States of America.

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 a net working capital deficiency 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.

KPMG LLP

Nashville, Tennessee

February 1, 2002

F-1

RAINES LENDERS, L.P.

(A Limited Partnership)

Balance Sheets

December 31, 2001 and 2000

See accompanying notes to financial statements.

F-2

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Operations

Years ended December 31, 2001, 2000 and 1999

See accompanying notes to financial statements.

F-3

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 2001, 2000 and 1999

See accompanying notes to financial statements.

F-4

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Cash Flows

Years ended December 31, 2001, 2000 and 1999

RAINES LENDERS, L.P.

(A Limited Partnership)

Notes to Financial Statements

December 31, 2001 and 2000

(1) Summary of Significant Accounting Policies

(a) Organization

(b) Estimates

(c) Cash

(d) Note Receivable from Affiliate

(e) Loan Costs

F-6

RAINES LENDERS, L.P.

(A Limited Partnership)

Notes to Financial Statements

December 31, 2001 and 2000

(1) Summary of Significant Accounting Policies (continued)

(g) Partnership Allocations

(h) Comprehensive Income

F-7

RAINES LENDERS, L.P.

(A Limited Partnership)

Notes to Financial Statements

December 31, 2001 and 2000

(1) Summary of Significant Accounting Policies (continued)

9. Land and Improvements Held for sale
   At December 31, 2001, land and improvements held for sale includes approximately 200 acres of partially developed land on Raines Road in Memphis, Tennessee, adjacent to the Memphis International Airport.
   
   The Partnership foreclosed on its lien on the property on December 29, 2000 at a bid price of $5,400,000, based on (i) the outstanding loan and interest receivables balance and (ii) the Partnership's estimate of the market value of the property. The Partnership subsequently obtained a third-party appraisal to help ascertain the appropriate fair value of the property. The fair value of the Property was difficult to determine since there have been no sales activity over the past three years. The primary factors in determining the fair value of the property are (i) discount rate to apply to anticipated future net cash flows, (ii) the sales pricing obtainable for both the smaller and larger parcels, (iii) the amount of money needed to be spent to obtain these sales prices and (iv) the period of time it will it take to sell the property at these assumed sales prices. Based on the specific assumptions set out in the appraisal report and the estimate of the net present value of the property reflected in the app raisal, the Partnership (i) recorded the property at a fair value of $3,400,000 and (ii) recorded bad debt expense in 2000 of $2,363,088.
   
   Land and Improvements held for sale are reported at the lower of the carrying amount or estimated fair value less estimated costs to sell. The estimated fair value of the assets can be determined externally, using appraisals, or internally using discounted future net cash flows. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value less estimated costs to sell of the assets. If impaired, a loss is provided to reduce the carrying value of the land and improvements held for sale to its estimated fair value.
   

10. 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.

F-8

RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2001 and 2000

1. Summary of Significant Accounting Policies (continued)

F-9

None.

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 the general partners of the General Partner and as such have general responsibility and ultimate authority in matters affecting Registrant's business.

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

Steven D. Ezell

Steven D. Ezell, age 47, is a General Partner of 222 Raines, Ltd. He 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 the prior four years, Mr. Ezell was involved in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. Steven D. Ezell is the son of W. Gerald Ezell.

Michael A. Hartley

Michael A. Hartley, age 41, 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 W. Gerald Ezell, Steven D. Ezell, and Michael A. Hartley.

W. Gerald Ezell

W. Gerald Ezell, age 71, serves on the Board of Directors of 222 Partners, Inc. Until November 1985, Mr. Ezell had been for over 20 years an agency manager for Fidelity Mutual Life Insurance Company and a registered securities principal of Capital Analysts Incorporated, a wholly owned subsidiary of Fidelity Mutual Life Insurance Company.

During 2001, 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.

As of February 28, 2002 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.

During 2001, 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, which were less than $60,000, refer to Note 2 to the Financial Statements in Item 8.

The Registrant loaned $4,700,000 to Raines Road, L.P., an affiliated partnership, during 1989. On December 29, 2000, the Registrant foreclosed on the debt of Raines Road, L.P. due to defaults on the loan agreement

(a) (1) Financial Statements

See Financial Statements Index in Item 8 hereof.

(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.

(b) No reports on Form 8-K have been filed during the last quarter of 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Supplement Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act: No annual report or proxy material has been sent to security holders.

Independent Auditors' Report

The Partners

Raines Lenders, L.P.:

Under date of February 1, 2002, we reported on the balance sheets of Raines Lenders, L.P. as of December 31, 2001 and 2000, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. The financial statements and our report thereon are included elsewhere herein. In connection with our audits of the aforementioned consolidated financial statements, we have also audited the related financial statement Schedule III, Real Estate and Accumulated Depreciation. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Nashville, Tennessee

February 1, 2002

S-1

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

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2001

S-2

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

Schedule III

Real Estate and Accumulated Depreciation

December 31, 2001 and 2000

(Continued)

See accompanying independent auditors' report.

S-2

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

RAINES LENDERS, L.P.

(A Delaware Limited Partnership)

Exhibit Index

Exhibit

.