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

                            FORM 10-K

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[Fee Required]
                    For the fiscal year ended
                        December 31, 1997

                               or

[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from ________to_______

                     Commission File Number
                            33-3955-A


                  MOORE'S LANE PROPERTIES, LTD.
     (Exact name of Registrant as specified in its charter)

          Tennessee                      62-1271931
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)         Identification
                                          Number.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
                              None

     Title of each class            Name of each exchange
                                     on which registered

            None                            None

   Securities registered pursuant to Section 12(g) of the Act:
              UNITS OF LIMITED PARTNERSHIP INTEREST

                        (Title of Class)

     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

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                                         [ X ]
     The aggregate sale price of the Units of Limited Partnership
Interest to non-affiliates was $7,500,000 as of February 28,1997.
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.

               DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference in Part IV:

Prospectus of Registrant, dated April 22, 1986, as filed pursuant
to Rule 424(b) of the Securities and Exchange Commission.

                             PART I

Item 1.  Business

General Development of Business

     Moore's Lane Properties, Ltd. ("Registrant"), is a Tennessee
limited partnership organized in December 1985, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended.  The
General Partner of Registrant is 222 Partners, Inc.  The Partnership is
a venturer in Moore's Lane Venture Associates (the "Joint Venture") and
has controlling interest in this Joint Venture.

     Registrant's primary business, as a consolidated entity with
the Joint Venture, is to hold for investment certain undeveloped
real property located Franklin, Williamson County, Tennessee (the
"Property").  Registrant's investment objectives are preservation
of investment capital and appreciation of the value of the Property
due to development of the immediately surrounding areas and the
growth of the community generally.

Financial Information About Industry Segments

     The Registrant's activity, investment in land, 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

     As of December 31, 1997, the Joint Venture owned approximately
29 saleable acres of partially developed land in Franklin,
Tennessee.  The Property is held for resale.  The Property is
included in the 1,150 acre Cool Springs Corporate and Retail
Center.

     The majority of the Property development work was completed in
1991.  This work included construction of the Cool Springs Blvd.
interchange and Mallory Lane north of Cool Springs Boulevard.
Mallory Lane was relocated and improved from a two lane to a four-
lane boulevard.  South Springs Drive, which runs through the
property, was constructed as a four-lane boulevard.  During 1995,
the General Partner began a new phase of development on the
Property.  This development, which was initiated by a sale in
December 1995, includes (i) finishing Mallory Station Road through
the Property with utilities and (ii) constructing two detention
ponds.  The development work was substantially completed in 1997 and is
expected to be totally completed in 1998.

Competition:

     The Cool Springs Corporate and Retail Center is in various
stages of development and is being developed for retail, office and
mixed commercial uses similar to those considered suitable for the
Property.  Cool Springs Real Estate Associates, L.P. ("CSREA") owns
much of the undeveloped land in the immediate vicinity of the
Property.  CSREA is an institutional real estate investor.  Their
asking prices are currently comparable to the Registrant's.  There
are several other competitive retail sites at the I-65 and Moore's
Lane Boulevard intersection.  However, the General Partner feels
that the market can ultimately absorb all these sites and that the
Registrant's low cost in its land will allow it to compete
effectively.

     The Registrant has no employees.  Partnership management
services are being provided under a contractual agreement with
Landmark Realty Services Corporation, an affiliate of the General
Partners.

Item 2.  Properties

     As of December 31, 1997, the Joint Venture of which the
Registrant has a controlling interest owned 29 acres of land in
Franklin, Williamson County, Tennessee.  The Property is included
in the Cool Springs Retail and Corporate Center.  The Property is
located along Mallory Lane, west and south of the Cool Springs
Galleria Mall.

Item 3.  Legal Proceedings

     Registrant is not a party to, nor is any of Registrant's
property the subject of any material legal proceedings.

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

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

                             PART II

Item 5.  Market for Registrant's 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.  The Registrant
commenced an offering to the public on April 22, 1986 of 7,500
Units of limited partnership interests.  The offering of $7,500,000
was fully subscribed and closed on May 30, 1986.  As of February
28, 1998, there were 572 holders of record of 7,500 Units of limited
partnership interests.

     There are no material restrictions upon Registrant's present
or future ability to make distributions in accordance with the
provisions of Registrant's Limited Partnership Agreement.

Item 6. Selected Financial Data
                            For the Year Ending
                               December 31,

                          1997        1996         1995       1994        1993
Total Revenue      $ 1,580,487      54,423    1,437,479    258,112     902,322
Net Earnings(Loss)   1,214,577     (55,302)   1,364,037    131,947     786,068
Net Earnings(Loss)
  per Limited
  Partner Unit         109.16        (7.30)      181.03      17.59      104.81
Total Assets        2,629,195    2,957,702    2,964,702  3,469,752   3,593,804
Notes Payable           -            -            -        175,000     500,251
Cash Distributions
  per Limited Partner
  Unit                    170        -              220       -           -

<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Sales
     During 1997, there were six sales totalling over $4 million selling
approximately 30 acres.  The sale proceeds were used to retire the
$300,000 note payable, set aside development reserves of $686,571 and
distribute $1,275,000 to the limited partners.  The proceeds distributed
from these sales allowed the Registrant to fully return all capital and
preferred return to the Limited Partners.  As stated in the Limited
Partnership Agreement, all cash distributions will be allocated 31% to
the general partner and special limiteds and 69% to the limited
partners.  The allocation ratio of limited partner to general partner
and special limiteds prior to the return of capital was 99:1.

     There were no sales of land in 1996.

     In 1995, the Registrant sold approximately 15 acres for over $2.7
million in gross proceeds.  The sale proceeds were used to distribute
$1,650,000 to the limited partners, to retire the $175,000 Note payable
- private and the remaining proceeds were retained for development and
operating expenses.


Operations

  Operations of the Registrant are comparable with prior years except
for the following.  The 1997 increase in interest expense is due to the
$300,000 note payable secured in April 1997.  The loan was retired in
full in August 1997.  The Registrant incurred interest of approximately
$11,000 and financing fees of approximately $9,000.  The Registrant also
incurred interest on short term loans totalling $2,000.  The Registrant
had no interest bearing liabilities in 1996.

     Property tax expense includes rollback property taxes paid on the
property sold.  Most of the land sold in 1997 had been taxed at a less
expensive agricultural rate while the Registrant held it undeveloped.
The Registrant was allowed to keep this agricultural tax rate even
though the land was included in the Cool Springs Corporate and Retail
Center because the land was subject to rollback taxes.  The city and
county assessed rollback taxes on the date of sale of certain farm land.
The tax is equal to approximately 3 years taxes at a commercial rate.
Certain other parcels of the Registrant's property will be subject to
this rollback tax when sold.

     Legal and Accounting fees for 1996 are high due to additional legal
services needed to handle partnership issues.  Architect and engineering
fees increased in 1997 due to the increase in sales activity.

     Miscellaneous income in 1996 represents a refund of impact fees
received from the City of Franklin.  This income is a result of the road
development that the Registrant has completed in the City of Franklin.

Financial Condition

Development

  During 1995, the General Partner began a new phase of development on
the Property. This development was initiated by a sale in 1995 but also
benefits the surrounding area.  This development includes finishing
Mallory Station Road through the Property with utilities and
constructing two detention ponds.  The development was substantially
completed in 1997 and is expected to be totally complete in 1998.  All
development costs have been funded.

Liquidity and Capital Resources

  As of February 28, 1998, the Registrant has cash of approximately
$113,013.  The General Partner believes that this cash will be
sufficient to meet operating needs for 1998.

  On November 10, 1997, W. Gerald Ezell, then the Registrant's general
partner, sold his partnership interest in the Registrant.  In accordance
with the partnership agreement, the general partner's interest was
converted into a special limited partner interest and his general
partner responsibilities were transferred to the remaining general
partner, 222 Partners, Inc.  Mr. Ezell continues to serve on the Board
of 222 Partners, Inc.

  The General Partner has considered the impact of year 2000 issues on
our computer systems and applications and developed a remediation plan.
We expect the cost of upgrading computers and software to be immaterial
to the Registrant.

Item 8.  Financial Statements and Supplementary Data

     The Financial Statements required by Item 8 are filed at the end of
this Report.

Item 9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

     None.

                               PART III

Item 10.  Directors and Executive Officers of the Registrant

  Registrant does not have any directors or officers.  222 Partners,
Inc. is the General Partner of the Registrant and as such has general
responsibility and ultimate authority in matters affecting Registrant's
business.

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 executive officers and directors of 222 Partners, Inc. are as
follows:

  Steven D. Ezell, age 45, serves as a director, president and sole
shareholder of the corporate general partner.  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 Service
Corporation.  He was active for the four years prior to joining Landmark
in property acquisitions for  Dean Witter Realty Inc. in New York City,
most recently as Senior Vice President.  He is the son of W. Gerald
Ezell.

  Michael A. Hartley, age 38, is Secretary/Treasurer and Vice President
of the corporate general partner.  He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.  He
also serves as Vice President and 50% owner of Landmark Realty Services
Corporation.  For the three years prior to joining Landmark, Mr. Hartley
was a Vice President of Dean Witter Realty Inc., a New York-based real
estate investment company.

  W. Gerald, age 67, is a director of corporate general partner. Mr.
Ezell is also a general partner of affiliated limited partnerships
which own various real estate properties.  Until November 15, 1985, Mr.
Ezell had been for over 20 years an agency manager for Fidelity Mutual
Life Insurance Company and a registered securities principal of Capital
Analysts Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.

     On November 10, 1997, W. Gerald Ezell, then the Registrant's
general partner, sold his partnership interest in the Registrant.  In
accordance with the partnership agreement, the general partner's
interest was converted into a special limited partner interest and his
general partner responsibilities were transferred to the remaining
general partner, 222 Partners, Inc.  Mr. Ezell continues to serve on the
Board of 222 Partners, Inc.

Item 11.  Executive Compensation

  During 1997, the Registrant was not required to and did not pay
remuneration to any partners of the General Partners or any affiliates,
except as set forth in Item 13 of this report, "Certain Relationships
and Related Transactions."  The General Partners do participate in the
Profits, Losses, and Distributions of the Partnership as set forth in
the Partnership Agreement.

     The proceeds distributed from the 1997 sales allowed the Registrant
to fully return all capital and preferred return to the Limited
Partners.  As stated in the Limited Partnership Agreement, all future
cash distributions will be allocated 69% to the limited partners and 31%
to the general partner and special limiteds.  The allocation ratio of
limited partner to general partner and special limiteds prior to the
return of capital was 99:1.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

  As of February 28, 1998, 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.  Also as of the above date, no director of 222
Partners, Inc. was known by the Registrant to beneficially own 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 13.  Certain Relationships and Related Transactions

  No affiliated entities have, for the year ending December 31, 1997,
earned or received compensation or payments for services from the
Registrant in excess of $60,000 except for the following:

Commissions paid to minority interest holder           $130,810
Development fees paid to minority interest holder        83,199

For a listing of miscellaneous transactions with affiliates refer to
Note 4 of the notes to consolidated Financial Statements herein.

                                PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  (1)  Financial Statements
               The following Consolidated Financial Statements are
               included herein:

               Independent Auditors' Report                 F-1

               Financial Statements
                 Consolidated Balance Sheets                F-2
                 Consolidated Statements of Operations      F-3
                 Consolidated Statements of
                       Partners' Equity                     F-4
                 Consolidated Statements of Cash Flows      F-5
                 Notes to Consolidated Financial Statements F-6

          (2)  Financial Statement Schedule
                 Independent Auditors' Report               S-1

                 Schedule III - Real Estate and Accumulated
                      Depreciation                          S-2

     All other Schedules have been omitted because they are
     inapplicable, not required or the information is included in the
     Consolidated 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
                  22, 1986 filed pursuant to Rule 424(b) of the
                  Securities and Exchange Commission.

               22 Subsidiaries

               27 Financial Data Schedule

     (b)  No reports on Form 8-K have been filed during the last quarter
          of 1997.


                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act or 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   MOORE'S LANE PROPERTIES, LTD.

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 31, 1998              By:/s/ Steven D. Ezell
                                          President and Director

DATE:  March 31, 1998              By:/s/ Michael A. Hartley
                                          Vice President and Director

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacities and on the dates
indicated.

                              MOORE'S LANE PROPERTIES, LTD.

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 31, 1998              By:/s/Steven D. Ezell
                                         President and Director

DATE:  March 31, 1998              By:/s/Michael A. Hartley
                                         Vice President and Director

     Supplemental Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:

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

                     Independent Auditors' Report

The Partners
Moore's Lane Properties, Ltd.:

We have audited the accompanying consolidated balance sheets of Moore's
Lane Properties, Ltd. (a limited partnership) and subsidiary as of
December 31, 1997 and 1996 and the related consolidated statements of
operations, partners' equity, and cash flows for each of the years in
the three-year period ended December 31, 1997.  These consolidated
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Moore's Lane Properties, Ltd. and subsidiary at December 31, 1997 and
1996, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" on January 1, 1996.

                                                  KPMG Peat Marwick LLP
Nashville, Tennessee
January 30, 1998
                                  F-1


<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

                      Consolidated Balance Sheets

                      December 31, 1997 and 1996


            Assets                           1997        1996

Cash and cash equivalents            $       192,693      26,406
Restricted cash (note 2)                     742,843     303,583
Land and improvements
  held for investment (note 5)             1,692,659   2,626,713
Other assets                                   1,000       1,000

           Total Assets               $    2,629,195   2,957,702

           Liabilities and Partners' Equity

Liabilities:
   Accounts payable and
     accrued expenses                 $       47,832     104,069
   Minority interest in consolidated
     joint venture (note 3)                      100         100

           Total liabilities                  47,932     104,169

Partners' equity (deficit):
  Limited partners (7,500 units
    outstanding)                           2,397,794   2,854,086
  General partners                             3,953        (553)
  Special limited partners                   179,516        -


           Total partners' equity          2,581,263   2,853,533

Commitments (notes 2, 3, and 4)

           Total liabilities and
           partners' equity            $  2,629,195    2,957,702



See accompanying notes to consolidated financial statements.
                                  F-2


<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

                  Consolidated Statements of Operations

             Years ended December 31, 1997, 1996, and 1995

                                1997         1996         1995
Revenue:
   Sales of land and
     improvements           $  4,205,662        -       2,781,178
   Cost of land and
     improvements sold        (2,213,987)       -      (1,064,918)
   Selling expenses (note 4)    (416,942)       -        (288,089)

   Gain on sale of land and
     improvements              1,574,733        -       1,428,171
   Interest                        5,754       4,995        9,308
   Miscellaneous                       -      49,428            -
         Total revenue         1,580,487      54,423    1,437,479

Expenses:
   Interest                       22,284         500        3,028
   Property taxes                154,459      60,291       14,030
   Partnership and property
      management fee (note 4)     15,604      15,604       15,604
   Legal and accounting
      (note 4)                    19,310      25,280       17,981
   General and administrative      3,538       5,193        9,554
   Architect and engineering
      fees                        13,613       2,857        1,491
   Amortization                        -         -         11,754
          Total expenses         228,808     109,725       73,442

          Net earnings (loss)
          before minority
          interest             1,351,679     (55,302)   1,364,037
          Minority Interest      137,102         -            -
                               ---------     --------     --------
          Net earnings (loss) $1,214,577     (55,302)   1,364,037
          Net earnings (loss) allocated to:

       General partners    $       4,506        (553)       6,310
       Special limited partners  391,363         -           -
       Limited partners    $     818,708     (54,749)   1,357,727

          Net earnings (loss) per
          limited partner
          unit             $      109.16       (7.30)      181.03
Weighted average units
  outstanding                      7,500       7,500        7,500

See accompanying notes to consolidated financial statements.
                                  F-3
            MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)
              Consolidated Statements of Partners' Equity

             Years ended December 31, 1997, 1996, and 1995

<TABLE>
                                             Special
                             Limited         Limited     General
                            partners        partners    partners    Total
                       units     amounts
<S>                   <C>       <C>        <C>         <C>        <C>
Balance at
     December 31, 1994  7,500 $3,201,108        -            25     3,201,133

     Net earnings           -  1,357,727        -         6,310     1,364,037

     Distributions to
     partners (note 6)      - (1,650,000)       -        (6,335)   (1,656,335)
                      _______ ___________   ________      ______    __________

Balance at
     December 31, 1995  7,500  2,908,835        -           -       2,908,835

     Net loss               -    (54,749)       -          (553)      (55,302)
                      _______    ________   ________    ________      ________
Balance at
     December 31, 1996  7,500  2,854,086        -          (553)    2,853,533

     Net earnings           -    818,708    391,363       4,506     1,214,577

     Distributions
     to partners (note 6)   - (1,275,000)  (211,847)        -      (1,486,847)
                     --------    --------   --------   ---------    ----------
Balance at
     December 31, 1997  7,500  $2,397,794   179,516        3,953    2,581,263
</TABLE>
See accompanying notes to consolidated financial statements.
                                               F-4
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                    (A Limited Partnership)
                 Consolidated statements of Cash Flows

             Years ended December 31, 1997, 1996, and 1995
<TABLE>
                                                1997           1996           1995
<S>                                          <C>              <C>            <C>
Cash flows from operating activities:
   Net earnings (loss)                        $ 1,214,577       (55,302)      1,364,037
   Adjustments to reconcile net earnings(loss) to
   net cash provided by (used in) operating activities:
     (Increase) decrease in restricted cash     (439,260)         54,737      (358,320)
     Cost of land and improvements sold         2,213,987            -        1,064,918
     Cost of land improvements                (1,279,933)      (178,302)      (128,353)
     Decrease in other assets                        -               -           11,754
     (Decrease) increase in accounts payable
       and accrued expenses                      (56,237)         48,302       (29,029)
     Decrease in accrued interest payable            -               -          (8,723)
       Net cash provided by/(used in)
         operating activities                   1,653,134      (130,565)      1,916,284

Cash flows from financing activities:
     Loan proceeds                                445,000            -              -
     Principal payments on note payable-other   (145,000)            -              -
     Principal payments on note payable-private (300,000)            -        (175,000)
     Distributions to partners                (1,486,847)            -      (1,656,335)
      Net cash used by financing activities   (1,486,847)            -      (1,831,335)

      Net increase (decrease) in cash
        and cash equivalents                      166,287      (130,565)         84,949

Cash and cash equivalents at beginning of year     26,406        156,971         72,022
Cash and cash equivalents at end of year        $ 192,693         26,406        156,971

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the year for interest     $  15,993            500         11,751
</TABLE>
See accompanying notes to consolidated financial statements.
                                  F-5
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements

                      December 31, 1997 and 1996

(1)  Summary of Significant Accounting Policies

        (a)  Organization

     Moore's Lane Properties, Ltd. (the Partnership) was
     organized on December 10, 1985 as a Tennessee limited
     partnership to acquire and hold for investment
     approximately 174 acres of unimproved real property in
     Williamson County, Tennessee.  On May 30, 1986, a public
     offering of limited partnership units closed whereby the
     Partnership issued 7,500 limited partnership units and
     the original limited partner withdrew. During 1997,
     general partner W. Gerald Ezell sold his partnership
     interest, and the Partnership was amended to convert his
     interest to a "Special limited" partner interest.  His
     general partner responsibilities were transferred to the
     remaining general partner, 222 Partners, Inc.  The
     Partnership prepares financial statements and Federal
     income tax returns on the accrual method and includes
     only those assets, liabilities and results of operations
     which relate to the business of the Partnership.

(b)  Principles of Consolidation

     The consolidated financial statements include the
     accounts of Moore's Lane Properties, Ltd. and the
     accounts of a majority-owned joint venture.  All
     significant intercompany accounts and transactions have
     been eliminated.

(c)  Estimates

     Management of the partnership has made certain estimates
     and assumptions to prepare these financial statements in
     accordance with generally accepted accounting principles.
     Actual results could differ from those estimates.

(d)  Land and Improvements Held for Investment

     Land and improvements held for investment is recorded at
     cost and include approximately 40 and 72 acres at
     December 31, 1997 and 1996. Of this amount, management
     believes that 29 and 61 acres are sellable at December
     31, 1997 and 1996.  Land costs include amounts to acquire
     and hold land, including interest and property taxes
     during the development period.  Costs to hold land,
     including interest, insurance, and property taxes are
     charged to expense once development is substantially
     complete.  Land improvement costs include development
     costs expended subsequent to the acquisition of the
     tract.
                                   F-6
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Policies (continued)

     The Partnership adopted the provisions of Statement of Financial
     Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
     on January 1, 1996.  SFAS No. 121 requires that long-lived assets
     to be disposed of be reported at the lower of the carrying amount
     or fair value less estimated costs to sell.  The fair value of the
     assets can be determined externally, using appraisals, or
     internally using discounted future net cash flows.  If such assets
     are considered impaired, the impairment to be recognized is
     measured by the amount by which the carrying amount of the assets
     exceeds the fair value of the assets less estimated costs to sell.
     Impairment is recognized through the establishment of an allowance
     for impairment with a corresponding charge to operations.  Losses
     upon the sale of the assets are charged to the allowance.  Based
     upon management's analysis, the Partnership's land and improvements
     held for investment does not meet the definitions of impairment
     under SFAS No. 121.  Accordingly, land and improvements held for
     investment is recorded at cost with no allowance for impairment
     necessary.

     (e)  Cash and Cash Equivalents

     The Partnership considers all short-term investments with original
     maturities of three months or less at the date of purchase to be
     cash equivalents.

     Cash belonging to the Partnership is combined in an account with
     funds from other partnerships related to the general partner.

     (f)  Revenue Recognition

     Income from sales of land and improvements held for investment 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
                                  F-7

             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Policies (continued)

     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.

     (g)  Income Taxes

     No provision has or will be made for Federal or state income
     taxes since such taxes are the personal responsibility of the
     partners.

     Annually, the partners receive, from the Partnership, IRS Form
     K-1's which provide them with their share of taxable income
     (or loss), deductions and other tax information.  The only
     difference between the tax basis and reported amounts of the
     Partnership's assets and liabilities is the carrying value of
     land and improvements held for investment.  The income tax
     basis includes additional land development costs not
     capitalized for book purposes.

     (h)  Partnership Allocations

     Net profits, losses and distributions of cash flow of the
     Partnership are allocated to the partners in accordance with the
     Partnership agreement as follows:

     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 the 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 is allocated 99% to the limited partners and 1% to the
     general partners until the taxable year in which cumulative
     distributions to the limited partners equal their adjusted capital
     contribution plus an unpaid preferred return.  Net profits are then
     allocated to the general partners until the ratio of the general
     partners' capital account balance to the capital account balances,
     in excess of adjusted capital contributions and unpaid preferred
                                   F-8
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Policies (continued)

     returns, of all limited partners is 31% to 69%.  Thereafter,
     profits are generally allocated 31% to the general partners and 69%
     to the limited partners.  Net losses are allocated to the 99% to
     the limited partners and 1% to the general partner.

     Partnership distributions are allocated to the limited partners in
     an amount equal to their preferred return (12% annual cumulative
     return on capital contributed) to the extent unpaid to date.  Any
     remaining distributions are allocated 99% to the limited partners
     and 1% to the general partners until the limited partners have
     received an amount equal to their adjusted capital contributions,
     and thereafter, 69% to the limited partners and 31% to the general
     partners.

     The Special limited partners, created with the sale of W.
     Gerald Ezell's general partnership interest in 1997, are
     allocated income, losses and distributions previously
     allocated to the general partner.

     (i)  Reclassifications

     Certain reclassifications have been made to conform to the current
     year presentation.

(2)  Restricted Cash

     At December 31, 1997 and 1996, the Partnership has restricted cash
     balances of $742,843 and $303,583, respectively, to be used to fund
     property improvements, consisting of road and utility work, and
     property taxes.

(3)  Moore's Lane Venture Associates

     On May 29, 1986, Moore's Lane Venture Associates (the Joint
     Venture) was formed with the Partnership and Southeast Venture
     Companies (Southeast) as joint venturers.  On March 4, 1987, the
     Partnership contributed its land held for investment to the Joint
     Venture.  The contribution of land was accounted for at book value.

     Southeast will contribute services for overseeing the
     implementation of the master land use plan and ensuring that any
     improvements proceed on schedule.  The joint venture agreement
     provides that Southeast will receive 17% of the proceeds of any
     disposition of the property after the limited partners have
     received an amount equal to their capital contributions plus their
     preferred return as defined in the partnership agreement.
                                  F-9

<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements

(4)  Related Party Transactions

     The General Partners and their affiliates have been actively
     involved in managing the Partnerships.  Affiliates of the
     general partners receive fees and commissions as consideration
     for performing certain services.  Expenses incurred for these
     services during 1997, 1996, and 1995 are as follows:

                              1997         1996            1995

Commission paid to minority
     interest holder      $ 130,810           -           159,535
Development fees             83,199           -              -
Accounting fees               1,750          2,900          2,000
Partnership and property
management fee               15,604         15,604         15,604

(5)  Land and Improvements Held for Investment

     The components of land and improvements held for investment at
     December 31, are as follows:
                                         1997          1996

Land and carrying costs           $  6,394,420     6,394,420
Land Improvements                    4,477,740     3,197,807
Cumulative cost of land
and improvements sold               (9,179,501)   (6,965,514)
                                  ------------     ----------
                                  $  1,692,659     2,626,713

     Aggregate cost for Federal income tax purposes for this property
     was $1,725,060 and $2,880,071 at December 31, 1997 and 1996,
     respectively.

(6)  Distributions

     For the year ended December 31, 1997 and 1995, the Partnership made
     distributions of  $1,486,847  and  $1,656,335.  Of these amounts,
     $1,275,000 and $1,650,000 ($170 and $220 per unit) were allocated
     to the limited partners, $211,847 and $-0- were allocated to the
     Special limited partners, and $-0- and $6,335 were allocated to the
     general partners.  There were no distributions in 1996.

(7)  Fair Value of Financial Instruments

     At December 31, 1997 and 1996, the Partnership had financial
     instruments including cash and cash equivalents, restricted cash,
     accounts payable, and accrued expenses.  The carrying amounts of
     cash and cash equivalents, restricted cash, accounts payable, and
     accrued expenses approximate their fair value because of the short
     maturity of those financial instruments.
                                 F-10
                     Independent Auditors' Report

The Partners
Moore's Lane Properties, Ltd.:

Under date of January 30, 1998, we reported on the consolidated balance
sheets of Moore's Lane Properties, Ltd. and subsidiary as of December
31, 1997 and 1996, and the related consolidated statements of
operations, partners' equity, and cash flows for each of the years in
the three-year period ended December 31, 1997.  The consolidated
financial statements and our report thereon are included elsewhere
herein.  In connection with our audits of the aforementioned
consolidated financial statements, we have also audited the related
financial statement schedule as listed in the accompanying index.  This
financial statement schedule is the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.

As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" on January 1, 1996.

                                    KPMG Peat Marwick LLP
Nashville, Tennessee
January 30, 1998

                                  S-1

<TABLE>
                                                      MOORE'S LANE PROPERTIES, LTD. and Subsidiary
                                                         (A Limited Partnership)

                                                               Schedule III

                                                Real Estate and Accumulated Depreciation

                             Initial Cost to      Cost capitalized      Gross amount at
                                Partnership          subsequent          which carried
                                                   to acquisition     at close of period
<CAPTION>

Description         Encum-     Land    Buildings Improve-  Carrying    Land    Buildings   Total    Accumu-      Date of     Date
                    brances          and improve- ments     costs            and improve-          lated de-   construc- acquired
                                        ments                                   ments              preciation    tion
<S>___________     <C>______  <C>____ <C>________<C>________<C>________<C>____<C>________<C>_____   <C>_______<C>_______  <C>____

29 acres of undeveloped
land in Williamson county,
Tennessee            $ -    $  525,614    -        770,250  396,795
    525,614  1,167,045 1,692,659      -           -    12/11/85

                                                                        S-2
</TABLE>



                          MOORE'S LANE PROPERTIES, LTD. and Subsidiary
                             (A Limited Partnership)

                                   Schedule III

                    Real Estate and Accumulated Depreciation
                                   (continued)


                                 1997          1996            1995


(1) Balance at beginning     $ 2,626,713      2,448,411      3,384,976
       of Period
     Additions during period:
     Improvements              1,279,933        178,302        128,353
                                  -------     --------        --------
                               1,279,933        178,302        128,353
     Deductions during period:
     Cost of real estate
        sold                   2,213,987            -        1,064,918

     Balance at close of
        period               $ 1,692,659      2,626,713      2,448,411

(2)  Aggregate cost for
     Federal income tax
       purposes              $ 1,725,060      2,880,071      2,673,705


See accompanying independent auditors' report.

                                       S-2

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

                  MOORE'S LANE PROPERTIES, LTD.
                (A Tennessee Limited Partnership)

                          Exhibit Index

Exhibit

3    Amended and Restated Certificate and Agreement of Limited
     Partnership, incorporated by reference to Exhibit to a
     Prospectus of Registrant dated April 22, 1986 (Registration
     No. 33-3395-A)

22   Subsidiaries

27   Financial Data Schedule



                   Exhibit 22.  Subsidiaries

                  MOORE'S LANE PROPERTIES, LTD.
                (A Tennessee Limited Partnership)

MOORE'S LANE VENTURE ASSOCIATES
A Tennessee Joint Venture
One Belle Meade Place
4400 Harding Road, Suite 500
Nashville, TN 37205

EIN 62-1310146