(Mark One)

[X]

[ ]

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification)

Transitional Small Business Disclosure Format (Check One) Yes No X

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, 2008. 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 nine-month period ended September 30, 2009 may not be indicative of the results that may be expected for the year ending December 31, 2009.

These financial statements were issued on November 6, 2009, with November 6, 2009 as the date through which subsequent events have been evaluated by management for recognition or disclosure purposes.

During the nine-month periods ended September 30, 2009 and 2008, the Partnership had no components of other comprehensive (loss) income.  Accordingly, comprehensive (loss) income for each of the periods was the same as net (loss) income.

The Partnership has suffered recurring losses from operations. At September 30, 2009, the Partnership had unrestricted cash of $212,708 and liabilities to non-affiliated entities of $527,714. The Partnership owns assets with a net book value of $2,182,936 and has liabilities of $1,112,333. If funds are not sufficient to fund operations in 2009, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

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.

On September 30, 2009, 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 September 30, 2009). 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.

The Registrant received property tax refunds totalling $643,111 as of September 30, 2008. These refunds were the result of an adjustment to the Registrant's property tax value in March 2008 by Memphis, Tennessee and Shelby County, Tenneessee. The reduction in expense related to these refunds was recognized in the periods they were received.

The Registrant had no land sales during the first nine months of 2009 or 2008. During the first nine months of 2008, the city of Memphis and Shelby county agreed to adjust the property tax values of the property. This adjustment resulted in a refund of property tax of $643,111, $369,496 in the second quarter of 2008 and $273,615 in the first quarter of 2008. Management revised its accural for property taxes based on the new property tax value in the first quarter of 2008. No such property tax refunds are expected in 2009 or in the future. For 2009, management accrued property taxes based on the current property tax values and rates. Professional fees in 2008 include the fees due to the property tax consultant used to contest property tax values. Ground maintenance expense in 2009 represents certain site clearing expenses incurred to maintain the property.

The Partnership has suffered recurring losses from operations. At September 30, 2009, the Partnership had unrestricted cash of $212,708 and liabilities to non-affiliated entities of $527,714. The Partnership owns assets with a net book value of $2,182,936 and has liabilities of $1,112,333. If funds are not sufficient to fund operations in 2009, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

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.

At September 30, 2009, the Partnership has no capital lease obligations, operating leases, or unconditional purchase obligations. The Partnership does not enter into derivative transactions. On September 30, 2009, 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 September 30, 2009). 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 September 30, 2009 and 2008, the Partnership had a cash balance of $ 152,242 restricted by the City of Memphis to be used to fund property improvements, consisting of road and utility work. This restricted cash secures a letter of credit in the same amount to ensure the required developments are made. The Partnership may also borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At September 30, 2009, the Partnership had borrowings from the General Partner totaling $584,619. Transactions with the General Partner and affiliates are discussed in Note B to the financial statements.

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 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.