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 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)

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.

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.

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.

At December 31, 2010, the Registrant was holding approximately 175 acres of partially developed land as discussed in Item 2.

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.

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.

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.

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.

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.

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.

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.

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.

5. Partnership Allocations

9. Adoption of New Accounting Standards:

(a) Evaluation of Disclosure Controls and Procedures.

(b) Management's Annual Report on Internal Control Over Financial Reporting.

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.

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.

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.