index

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

FORM 10-KSB

X	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended
	December 31, 2006
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-26327

Raines Lenders, L.P.

(Exact name of registrant as specified in its charter)

Tennessee	62-1375240
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3310 West End Avenue, Suite 490, Nashville, Tennessee	37203
(Address of principal executive offices)	(Zip Code)

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

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

Units of Limited Partnership Interest

(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ____
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (_) No (X).
State issuer's revenues for the most recent fiscal year were $5,267.
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.
Transitional Small Business Disclosure Format	Yes_____	No __X__
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.

PART I

Item 1. Business

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.

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 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

At December 31, 2006, the Registrant was holding approximately 200 acres of partially developed land as discussed in Item 2.

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.

Item 2. Property

The Property 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.

Item 3. Legal Proceedings

Registrant is not a party to material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

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

PART II

Item 5. Market for Registrants' Units of Limited Partnership Interest and Related Security Holder Matters

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, 2006, there were 471 holders of record of the Units of Limited Partnership Interests.

There were no distributions made in 2006, or 2005. 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.

Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The results of operations for the Registrant vary over the past two years due to several independent activities. The results of operations for 2006 include an impairment charge on land held for sale. The General Partner re-evaluated the fair value of the property as compared to the carrying value. Based on current sales projections, management determined that the carrying value of the property held for sale was not recoverable and, in accordance with SFAS No. 144, Accounting for the Disposal or Impairment of Long-lived Assets, recorded an impairment charge of $658,132 during the year ended December 31, 2006. There were no miscellaneous income transactions in 2006. Miscellaneous income in 2005 is due to the sale of fill dirt. The increase in interest expense in 2006 and 2005 is due to additional loans from affiliate and the increase in the bank's interest rate on the note payable to bank.

Financial Condition and Liquidity

At December 31, 2006, the Partnership had unrestricted cash of $2,456 and liabilities to non-affiliated entities of $792,738. The cash was insufficient to fund ongoing operations. At December 31, 2006, the Partnership owned assets with a carrying value of $2,474,166 and has liabilities of $1,561,640. If funds are not sufficient in 2007, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available.

The term loan from a bank totaling $524,355 at December 31, 2006 was renewed on March 15, 2006 extending the maturity to June 30, 2007. All terms of the note agreement remained the same with interest at a rate of prime +.50% (8.75% at March 15, 2007) and principal and interest payments of $5,384 a month.

Critical Accounting Policies

As discussed in Note 1 to the financial statements, 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, 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.

Contractual Obligations and Commitments

At December 31, 2006, 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 $524,355 at December 31, 2006 was renewed on March 15, 2006 extending the maturity to June 30, 2007. All terms of the note agreement remained the same with interest at a rate of prime +.50% (8.75% at March 15, 2007) and principal and interest payments of $5,384 a month. Steven D. Ezell and Michael A. Hartley, partners of the General Partner 222 Raines, Ltd., have personally guaranteed the note. The aggregate maturities of long-term debt subsequent to December 31, 2006 are $524,355 in 2007.

At December 31, 2006 and 2005, the Partnership had a cash balances 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 December 31, 2006, the Partnership had borrowings from the General Partner totaling $768,902. These loans bear interest at a rate of 10% and are payable on demand. Transactions with the General Partner and affiliates are discussed in Note 2 to the financial statements.

Recently Issued Accounting Standards

Effective January 1, 2006, the Partnership adopted Statement of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error Corrections" ("SFAS No. 154"), which replaces APB Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively to all prior period financial statements presented, unless it is impractical to do so. SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate effected by a change in accounting principle, and also provides that correction of errors in previously issued financial statements should be termed a "restatement. This guidance did not have a material impact on the Partnership's 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. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 will be effective in 2008. The Partnership is currently in the process of assessing the impact the adoption of SFAS 157 will have on its financial statements.

New accounting standards have been issued, but which are not yet effective, that have no current applicability to the Partnership. In general, these standards revise the accounting for derivatives embedded in other financial instruments for 2007, revise the recognition and accounting for servicing of financial assets for 2007, change the recognition threshold and measurement guidance for tax positions that contain significant uncertainty in 2007, revise the accrual of post-retirement benefits associated with providing life insurance for 2008, and revise the accounting for cash surrender value for 2007. The effect of these new standards on the Partnership's financial position and results of operations is not expected to be material upon and after adoption.

Item 7. Financial Statements and Supplementary Data

RAINES LENDERS, L.P.

(A Limited Partnership)

FINANCIAL STATEMENTS

INDEX

(a)(1)Financial Statements
Report of Independent Registered Public Accounting Firm
Financial Statements:
	Balance Sheets
	Statements of Operations
	Statements of Partners' Equity
	Statements of Cash Flows
	Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

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, 2006 and 2005, and the related statements of operations, partners' equity, and cash flows for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2006 and 2005, and the results of its operations and its cash flows for the years then ended, in conformity with U. S. generally accepted accounting principles.

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 insufficient liquid assets to fund ongoing operations 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.

Crowe Chizek and Company LLC

Brentwood, Tennessee

March 15, 2007

RAINES LENDERS, L.P.

(A Limited Partnership)

Balance Sheets

December 31, 2006 and 2005

		December 31,
Assets		2006		2005
Cash	$	2,456	$	680
Restricted cash		139,200		139,200
Land and improvements held for sale		2,332,510		2,990,642
Total assets	$	2,474,166	$	3,130,522
Liabilities and Partners' Equity
Note payable to bank	$	524,355	$	539,874
Property tax payable		249,517		168,355
Due to affiliates		768,902		478,244
Accounts payable		18,866		27,092
Total liabilities		1,561,640		1,213,565
Partners' equity
Limited partners (5,625 units outstanding)		912,526		1,916,957
Total liabilities and partners' equity	$	2,474,166	$	3,130,522

See accompanying notes to financial statements.

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Operations

Years ended December 31, 2006 and 2005

		For the years ended December 31,
		2006			2005
Revenue:
Interest income	$	5,267		$	2,990
Miscellaneous income					142,945
Total revenue		5,267			145,935
Expenses:
Impairment charge on land held for sale		658,132			--
Management and mortgage servicing fees		9,000			9,000
Legal and accounting fees		33,105			29,920
General and administrative		8,500			9,278
Land maintenance expenses		851			2,170
Interest expense		111,083			82,180
State taxes		7,792			8,766
Property taxes		181,235			188,140
Total expenses		1,009,698			329,454
Net loss	$	(1,004,431	)	$	(183,519	)
Comprehensive Loss	$	(1,004,431	)	$	(183,519	)
Net loss allocated to:
General Partner
Limited partners		(1,004,431	)		(183,519	)
Net loss per limited partner unit		($178.57	)		($32.63	)
Weighted average units outstanding		5,625			5,625

See accompanying notes to financial statements.

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 2006 and 2005

			Limited Partners			General Partner		Total
	Units		Amounts			Amounts		Amounts
Balance at December 31, 2004	5,625	$	2,100,476		$	--	$	2,100,476
Net loss			(183,519	)		--		(183,519	)
Balance at December 31, 2005	5,625		1,916,957			--		1,916,957
Net loss			(1,004,431	)		--		(1,004,431	)
Balance at December 31, 2006	5,625	$	912,526		$	--	$	912,526

See accompanying notes to financial statements.

RAINES LENDERS, L.P.

(A Limited Partnership)

Statements of Cash Flows

Years ended December 31, 2006 and 2005

		For the years ended December 31,
		2006			2005
Cash flows from operating activities:
Net loss	$	(1,004,431	)	$	(183,519	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charge on land held for sale		658,132			--
(Decrease) increase in accounts payable		(8,226	)		17,092
Increase in property taxes payable		81,162			119,887
Net cash provided by operating activities		(273,363	)		(46,540	)
Cash flows from financing activities:
Increase in due to affiliate		290,658			59,771
Payments of note payable to bank		(15,519	)		(13,133	)
Net cash provided by financing activities		275,139			46,638
Net increase in cash		1,776			98
Cash at beginning of year		680			582
Cash at end of year	$	2,456		$	680
Supplemental disclosures
Cash paid for interest		112,794			41,284

See accompanying notes to financial statements.

RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2006 and 2005

Summary of Significant Accounting Policies Organization Raines Lenders, L.P. (the Partnership) is a Delaware limited partnership organized on December 16, 1988. The General Partner is 222 Raines, Ltd., whose general partners are Steven D. Ezell, Michael A. Hartley and 222 Partners, Inc. The Registrant's primary business is to develop and sell certain undeveloped real estate in Memphis, Tennessee. The Partnership prepares financial statements and federal income tax returns on the accrual method and includes only those assets, liabilities and results of operations that relate to the business of the Partnership. Estimates The preparation of the financial statements requires management of the Partnership to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of land and improvements held for sale. Actual results could differ from those estimates. Cash Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the General Partner. Income Taxes No provision has or will be made for federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive from the Partnership, IRS Form K-1's that provide them with their respective share of taxable income or losses, deductions, and other tax related information. The partnership pays state taxes on earnings from Tennessee operations when applicable. Partnership Allocations Net profits, losses and distribution of cash flow of the Partnership are allocated to the Partners in accordance with the Partnership agreement as follows: Partnership net profits are allocated first to any partner with a negative balance in their capital account, determined at the end of the taxable year as if the Partnership had distributed cash flow, in proportion to the negative capital balance account of all partners until no partner's capital account is negative. Net profit allocations are then made to limited partners up to the difference between their capital account balances and the sum of their adjusted capital contributions (capital balance, net of cumulative cash distributions in excess of preferred returns - 12% annual cumulative return on capital contributed). Any remaining net profit allocations are then made to the limited partners until the taxable year in which cumulative profits to the limited partners equal their adjusted capital contribution plus an unpaid preferred return (12% annual cumulative return on capital contributed). Net profits are then allocated to the General Partner until the ratio of the General Partner's capital account balance to the capital account balances, in excess of adjusted capital contributions and unpaid preferred return, of all limited partners is 27% to 73%. Thereafter, profits are generally allocated 27% to the General Partner and 73% to the limited partners. Net losses are allocated to the partners in proportion to their positive capital accounts. Partnership distributions are allocated 99% to limited partners and 1% to the General Partner in an amount equal to their preferred return (12% annual, cumulative return on capital contributed), 99% to the limited partners and 1% to the General Partner until the limited partners have received an amount equal to their adjusted capital contributions, and then 73% to the limited partners and 27% to the General Partner. Cumulative unpaid preferred returns are $8,322,759 and $7,647,759 at December 31, 2006 and 2005, respectively. Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the years ended December 31, 2006 and 2005, the Partnership had no components of other comprehensive loss. Accordingly, comprehensive loss for each of the years was the same as net loss. Land and Improvements Held for sale At December 31, 2006 and 2005, 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 land and improvements held for sale are not to be interpreted under the requirements of FAS 144 as likely to be sold within the next year. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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 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. 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 estimated Fair Value. During 2006, the Partnership recorded an impairment charge of $658,132 to write down the carrying value of the Property to its estimated fair value. The impairment charge was related to the absence of sales over the past several years and an uncertain market. 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.
Recently Issued Accounting Standards Effective January 1, 2006, the Partnership adopted Statement of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error Corrections" ("SFAS No. 154"), which replaces APB Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively to all prior period financial statements presented, unless it is impractical to do so. SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate effected by a change in accounting principle, and also provides that correction of errors in previously issued financial statements should be termed a "restatement. This guidance did not have a material impact on the Partnership's 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. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 will be effective in 2008. The Partnership is currently in the process of assessing the impact the adoption of SFAS 157 will have on its financial statements. New accounting standards have been issued, but which are not yet effective, that have no current applicability to the Partnership. In general, these standards revise the accounting for derivatives embedded in other financial instruments for 2007, revise the recognition and accounting for servicing of financial assets for 2007, change the recognition threshold and measurement guidance for tax positions that contain significant uncertainty in 2007, revise the accrual of post-retirement benefits associated with providing life insurance for 2008, and revise the accounting for cash surrender value for 2007. The effect of these new standards on the Partnership's financial position and results of operations is not expected to be material upon and after adoption.
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 10% and are payable on demand.
		For the years ended December 31,
Statement of operations		2006		2005
Management fees	$	9,000	$	9,000
Accounting fees		12,069		11,875
Balance sheet		note for liquidity		note for services		accrued interest
Balance at December 31, 2005	$	388,000	$	49,348	$	40,896
Additional loans made in 2006		275,000		15,994		60,773
Repayments				(54,967)		(6,142)
Balance at December 31, 2006	$	663,000	$	10,375	$	95,527
Restricted Cash At December 31, 2006 and 2005, 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. Land and Improvements Held for sale Land and improvements held for sale at December 31, 2006 and 2005 were $2,332,510 and $2,990,642, respectively. The aggregate cost for federal income tax purposes of land and improvements held for sale was $5,523,506 at December 31, 2006 and 2005. During 2006, the Partnership recorded an impairment charge of $658,132 to write down the carrying value of the Property to its estimated fair value. This change had no tax effect. Management Plans The Partnership has suffered recurring losses from operations and has a net working capital deficiency at December 31, 2006 that raises substantial doubt about its ability to continue as a going concern. At December 31, 2006, the Partnership had unrestricted cash of $2,456 and liabilities to non-affiliated entities of $792,738. The cash was insufficient to fund ongoing operations. At December 31, 2006, the Partnership owned assets with a carrying value of $2,474,166 and has liabilities of $1,561,640. If funds are not sufficient in 2006, the General Partner will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available. Upon maturity of the Note payable to the bank, management intends to renew the note with the current bank, seek financing from another financial institution or affiliate of the General Partner, or retire the note with land sale proceeds, as available. Note Payable On December 31, 2006, the Partnership held a term loan to a bank of $524,355 which bears interest at prime rate + .50% with a floor of 4.25% and a ceiling of 21.0% (8.75% at December 31, 2006). The 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 term loan from the bank was renewed on March 15, 2006. The maturity date is June 30, 2007. Upon maturity, management intends to renew the note with the current bank, seek financing from another financial institution or affiliate of the General Partner, or retire the note with land sale proceeds, as available. The terms of the note agreement remained the same. The interest rate at March 15, 2007 is 8.75%. Principal and interest payments are $5,384 a month. The aggregate maturities of long-term debt subsequent to December 31, 2006 are $524,355 in 2007.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

None

Item 8(a). Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed performed as of December 31, 2006, the President and Vice President of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Item 8(b). Other Information

None

PART III

Item 9. Directors and Executive Officers of the Registrant

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 54, 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.

Michael A. Hartley

Michael A. Hartley, age 47, 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 Steven D. Ezell and Michael A. Hartley.

Item 10. Executive Compensation

During 2006, 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.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters

As of February 28, 2007, 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.

Item 12. Certain Relationships and Related Transactions

During 2006, 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 Financial Statements in Item 7.

Item 13. Exhibits, Financial Statement schedules and Reports on form 8-K

(a)	(1)	Financial Statements
		See Financial Statements Index in Item 8 hereof.
	(2)	Financial Statement Schedule
		All other schedules have been omitted because they are inapplicable, not required or the information is included in the financial statements or notes thereto.
	(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.
	31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.
	31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.
	32	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, the general partners of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.
(b)		No reports on Form 8-K have been filed during the last quarter of 2006.

Item 14. Principal Accountant Fees and Services

Audit Related Fees

Our principal accountants billed us an aggregate of $19,500 and $18,000 in fees and expenses for professional services rendered in connection with the audits of our financial statements for the calendar years ended December 31, 2006 and 2005, respectively, and reviews of the financial statements included in our quarterly reports on Form 10QSB during such calendar year.

Our principal accountants did not bill us any additional fees that are not disclosed under audit fees in each of the last two calendar years for assurance and related services that are reasonably related to the performance of our audit or review of our financial statements.

Tax Fees

No tax fees were paid to our principal accountants for tax compliance, tax advice and tax planning during calendar years ended December 31, 2006 and 2005.

All Other Fees

No other fees were paid to our principal accountants during calendar years ended December 31, 2006 and 2005 for products and services other than those products and services described above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Because the Registrant's units of Limited Partnership are not traded, the General Partner acts as the audit committee. The General Partner pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, 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: March 29, 2007		By: /s/ Steven D. Ezell
			General Partner and Chief Executive Officer
DATE: March 29, 2007		By: /s/ Michael A. Hartley
			General Partner and Chief Financial Officer
	By: 222 Partners, Inc.
		General Partner
DATE: March 29, 2007		By: /s/ Michael A. Hartley
				Secretary/Treasurer

Inaccordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 29, 2007		By: /s/ Steven D. Ezell
			General Partner and Chief Executive Officer
DATE: March 29, 2007		By: /s/ Michael A. Hartley
			General Partner and Chief Financial Officer
	By: 222 Partners, Inc.
		General Partner
DATE: March 29, 2007		By: /s/ Michael A. Hartley
				Secretary/Treasurer

Supplement Information to be furnished with Reports filed Pursuant to Section 15(d) of the Exchange Act by Non-reporting Issuers

No annual report or proxy material has been sent to security holders.

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

RAINES LENDERS, L.P.

(A Delaware Limited Partnership)

Exhibit Index

Exhibit

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.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the general partner of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.
32	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, the general partners of 222 Raines, Ltd., the General Partner of Raines Lenders, L.P. on March 29, 2007.

Exhibit 31.1

CERTIFICATION

I, Steven D. Ezell, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Raines Lenders, L.P.

2.     Based on my knowledge, this annual 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 annual 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 officers 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)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure and control procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) 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 procedures as of December 31, 2006 based on such evaluation; and

c) 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 quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 29, 2007		By:/s/ Steven D. Ezell
			General Partner and Chief Executive Officer

Exhibit 31.2 Index2 CERTIFICATION I, Michael A Hartley, certify that: 1.     I have reviewed this annual report on Form 10-KSB of Raines Lenders, L.P. 2.     Based on my knowledge, this annual 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 annual 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 officers 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)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure and control procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) 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 December 31, 2006 based on such evaluation; and c) 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 quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
DATE: March 29, 2007		By:/s/ Michael A. Hartley
			General Partner and Chief Financial Officer

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

To my knowledge, this Report on Form 10-KSB for the year ended December 31, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Raines Lenders, L.P.

	RAINES LENDERS, L.P.
	By: 222 Raines, Ltd.
		General Partner
			By:/s/ Steven D. Ezell
			General Partner and Chief Executive Officer
Date: March 29, 2007			By:/s/ Michael A. Hartley
				General Partner and Chief Financial Officer