(Mark One)

[X]

[ ]

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification)

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.

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.

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.

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.

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 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.

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

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.

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 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.

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.