RAINES ROAD L P
10-Q, 1997-05-16
REAL ESTATE
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FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934
  (As last amended in Rel. No. 31326, eff. 10/22/92.)

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

                       FORM 10-Q

                      (Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended  March 31, 1997                    
                          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

                   RAINES ROAD, L.P.
(Exact name of Registrant as specified in its charter)

Delaware                                     62-1375245
(State or other jurisdiction of       (I.R.S. Employer 
incorporation or organization)         Identification) 

One Belle Meade Place, 4400 Harding Road, Suite 500,
Nashville, Tennessee 37205
(Address of principal executive office)      (Zip Code)

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

     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
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             PART 1. FINANCIAL INFORMATION

             Item 1. Financial Statement.


                   RAINES ROAD, L.P.
           (A Delaware Limited Partnership)


                 FINANCIAL STATEMENTS
       FOR THE THREE MONTHS ENDED MARCH 31, 1997






                         INDEX


Financial Statements

  Balance Sheets                                      3
  Statements of Operations                            4
  Statements of Cash Flows                            5
  Notes                                               6



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<TABLE>
                   RAINES ROAD, L.P.
                (A Limited Partnership)


                    BALANCE SHEETS
                      (Unaudited)

<CAPTION>
                        ASSETS

                               March 31,   December 31,
                                 1997          1996    
<S>                               <C>          <C>
CASH                            32,199       41,633

RESTRICTED CASH                             157,952
156,241

LAND AND LAND IMPROVEMENTS   5,856,861    5,856,861

               Total Assets $6,047,012   $6,054,735
                           ===========   ==========



           LIABILITIES AND PARTNERS' EQUITY

NOTE PAYABLE TO AFFILIATE   $4,700,000  $4,700,000 

ACCRUED INTEREST PAYABLE TO 
  AFFILIATE                  2,836,434   2,695,434 

ACCOUNTS PAYABLE                             46,817
46,751 

PARTNERS' DEFICIT:
  Limited Partners ( 1,875 units
    outstanding)                        (1,536,239)
(1,387,450)
  General Partner                              -   -   

    Total Partners' deficit(1,536,239)  (1,387,450)
               
Total Liabilities & 
Partners' Equity                         $6,047,012
$6,054,735 
                            ==========  ========== 

<FN>
          See notes to financial statements.

/TABLE
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<PAGE> 4
<TABLE>
                   RAINES ROAD, L.P.
                (A Limited Partnership)

               STATEMENTS OF OPERATIONS
                      (Unaudited)


<CAPTION>
                                    Quarter &   
                                   Year-to-Date  
                                  Ending March 31,
                                  1997         1996
<S>                                <C>          <C>
REVENUES:
Interest                         $233       $1,732 

Total Revenues                   $233       $1,732 


EXPENSES:
  Interest                    141,000      143,992 
  Program Management Fees         750          750 
  Professional Services         4,800        8,377 
  Amortization                   -           5,985 
  Other Administrative
    Expenses                    2,472        1,968 

Total Expenses               $149,022     $161,072 

Net Earnings                $(148,789)   $(159,340)
                             ========     ======== 














<FN>
          See notes to financial statements.

/TABLE
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<TABLE>

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

               STATEMENTS OF CASH FLOWS
                      (Unaudited)
<CAPTION>
                                Three Months Ended  
                                      March 31,
                                  1997         1996
<S>                                <C>          <C>
Cash flows from operating activities:

Net earnings                $(148,789)   $(159,340)
Adjustments to reconcile net 
earnings to net cash used 
in operating activities:
  Amortization                    -          5,985 
  Increase in Restricted Cash  (1,711)         -   
  Change in accrued 
     interest payable         141,000      143,992 
  Change in accounts payable       66          -   

Total Adjustments             139,355      149,977 

Net cash used in operating 
activities                     (9,434)      (9,363)

Cash flows from investing activities

Increase in Land Improvements      -          (635)

NET CHANGE IN CASH             (9,434)      (9,998)

CASH AT JANUARY 1,             41,633      175,779 

CASH AT MARCH 31,             $32,199     $165,781 



<FN>
          See notes to financial statements.

/TABLE
<PAGE>
<PAGE> 6

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

           NOTES TO THE FINANCIAL STATEMENTS

       For the Three Months Ended March 31, 1997
                      (Unaudited)

A.  ACCOUNTING POLICIES

   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
   generally accepted accounting principles.  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, 1996.  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, 1997 may not be indicative of the
   results that may be expected for the year ending
   December 31, 1997.

B.  RELATED PARTY TRANSACTIONS

   The General Partner and its affiliates have been
   actively involved in managing the property. 
   Compensation earned for these services for the first
   three months were as follows:

<TABLE>
<CAPTION>
                                  1997         1996
<S>                                             <C><C>
Program Management Fee            $750         $750

</TABLE>

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<PAGE> 7

Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operations

Results of Operations for the Quarter Ended March 31,
1997

   There have been no sales during the first quarter of
1997.  The Registrant has a contract to sell
approximately 30 acres.  The sale is expected to close in
May 1997.  However, there are several contingencies for
the sale to close.  Therefore, there can be no assurances
that the contingencies will be met and that the sale will
close.  
 
Overall operations of the Registrant are comparable to
prior quarters with the following exception.  Loan costs
were fully amortized in 1996 therefore there is no
expense in 1997.

Financial Condition and Liquidity

   As of April 30, 1997, the Registrant had $25,269 in
cash reserves.  The General Partners believe that this
amount is sufficient to cover operating needs of the
Registrant for the next year.


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<PAGE> 8

              Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits 
  
     Exhibit 27 - Financial Data Schedule for the First
Quarter of                       1997.


(b)  No 8-K's have been filed during this quarter.

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<PAGE> 9
                      SIGNATURES


Pursuant to the requirements 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.


                         RAINES ROAD, L.P.

                         By:  222 RAINES LTD.
                              General Partner



Date:  May 15, 1997           By:  /s/ Steven D. Ezell  
                                   General Partner



                              By:  222 PARTNERS, INC.
                                   General Partners



Date:  May 15, 1997           By:  /s/ Michael A. Hartley 
                                   Secretary/Treasurer

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<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                           32199
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         5856861
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 6047012
<CURRENT-LIABILITIES>                            46817
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   (1536239)
<TOTAL-LIABILITY-AND-EQUITY>                   6047012
<SALES>                                              0
<TOTAL-REVENUES>                                   233
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                  8022
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              141000
<INCOME-PRETAX>                               (148789)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (148789)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (148789)
<EPS-PRIMARY>                                  (79.35)
<EPS-DILUTED>                                  (79.35)
        

</TABLE>


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