<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, 1996

                               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.
<PAGE>
                             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 Partners of Registrant are W. Gerald Ezell and 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, 1996, the Joint Venture owned approximately
61 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 continued throughout 1996 and is expected
to be complete in 1997.  The development is expected to cost
approximately $700,000, of which $358,000 was retained from the
December 1995 sale.  
<PAGE>
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.

     An affiliate of the General Partner owns 58 acres in the
immediate vicinity of the Property and therefore may have
objectives similar to those of the Registrant.  As a result, the
Registrant is likely to be in competition for potential buyers of
the Property with this affiliate.  The General Partner believes
that potential purchasers will survey all available property in
making their decision, and their choice of location is generally
made without regard to the ownership of the land.

     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, 1996, the Joint Venture of which the
Registrant has a controlling interest owned 61 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.
<PAGE>
                             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, 1997, there were 567 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,

                         1996      1995        1994        1993       1992
Total Revenue          $54,423   1,437,479    258,112    902,322     664,567
Net (loss) Earnings    (55,302)  1,364,037    131,947    786,068     126,319
Net (loss) Earnings 
  per Limited
  Partner Unit           (7.30)     181.03      17.59     104.81       16.84
Total Assets         2,957,702   2,964,702  3,469,752  3,593,804   4,255,290
Notes Payable             -           -       175,000    500,251     982,125
Cash Distributions
  per Limited Partner
  Unit                    -            220       -          -           -   


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

Results of Operations

1996 Sales
    There were no sales of land in 1996.
                         
1995 Sales
  In February, the Registrant sold approximately 2.2 acres for
approximately $682,000 in gross proceeds to a medical office user.  In
March, 3.3 acres were sold to a hotel developer for approximately
$1,071,000.  In November, 2.2 acres were sold to another hotel developer
for approximately $583,000.  In December, 6.8 acres were sold to a
manufacturer for $445,000.  From these sale proceeds, $1,650,000 was
distributed to the partners, the $175,000 Note payable - private was
retired and the remaining proceeds were retained for development and
operating expenses.

1994 Sales
  The Registrant sold approximately two acres for $428,000 to Saturn
Corporation, who was expanding their original site purchased from the
Registrant in 1992.  Proceeds were used to reduce the Note Payable-
Private.
<PAGE>
Operations

  Although there has been some variance between accounts, overall
operations of the Registrant have not fluctuated significantly, except
for the change in sales explained above.  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.  Interest expense has declined
through the years due to lower principal balances.  Property tax expense
increased in 1996 due to a reassessment of the appraised property
values.  The 1994 property tax expense included a $6,000 credit received
from a 1993 sale.  The increase in 1994 architect and engineering fees
is due to the fees incurred in preparation for the 1994 and 1995 sales. 
The increase in legal and accounting fees is due to additional legal
services needed to handle partnership issues.

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 continued throughout
1996 and is expected to be complete in 1997.  This development is
expected to cost approximately $700,000, of which $385,000 was retained
from the sale in December 1995.  The General Partner expects to fund the
remaining development costs with proceeds from future sales.

Liquidity and Capital Resources

  As of January 31, 1997, the Registrant has cash of approximately
$21,912.  The General Partner believes that this cash together with
anticipated sale proceeds will be sufficient to meet operating needs for
1997.

  Throughout 1996, W. Gerald Ezell, the Registrant's general partner,
continued to operate under Chapter 11 of the United States Bankruptcy
Code.  The Bankruptcy court has approved Mr. Ezell's plan to liquidate
his assets and satisfy his creditors.  The plan includes the sale of Mr.
Ezell's partnership interests, including his general partnership
interest in the Registrant.  In accordance with the partnership
agreement, Mr. Ezell can sell his interest in profits, losses and
distributions, but the purchaser does not assume his responsibilities as
Managing General Partner.  Therefore, upon the sale of Mr. Ezell's
partnership interest, the general partner's interest will be converted
into a special limited partner interest and his general partner
responsibilities will be transferred to the remaining general partner.

  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.  This Statement 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. 
Impairment is recognized through the establishment of an allowance for
impairment with a corresponding charge to operations.  Based upon
management's analysis of discounted future net cash flows, the
Partnership's land and improvements held for investment does not meet
the definitions of impairment under SFAS No. 121.  Accordingly, land and im-
provements held for investment is recorded at cost with no allowance for impair-
ment necessary.  The adoption of SFAS No. 121 did not have an impact on the
Partnership's financial position, results of operations, or liquidity.

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.  W. Gerald Ezell
and 222 Partners, Inc. are the General Partners of the Registrant and as
such have general responsibility and ultimate authority in matters
affecting Registrant's business.

The general partners are as follows:

W.Gerald Ezell

  W. Gerald, age 66, is the Managing General Partner of the Partnership. 
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.

  Throughout 1996, W. Gerald Ezell continued to operate under Chapter 11
of the United States Bankruptcy Code.  The Bankruptcy court has approved
Mr. Ezell's plan to liquidate his assets and satisfy his creditors.  The
plan includes the sale of Mr. Ezell's partnership interests, including
his general partnership interest in the Registrant.  In accordance with
the partnership agreement, Mr. Ezell can sell his interest in profits,
losses and distributions but the purchaser does not assume his
responsibilities as Managing General Partner.  Upon sale of Mr. Ezell's
partnership interest, the general partner's interest will be converted
into a special limited partner interest and his general partner
responsibilities will be transferred to the remaining general partner.

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 44, 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 37, 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.

Item 11.  Executive Compensation

  During 1996, 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.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

  As of February 28, 1997, 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, 1996,
earned or received compensation or payments for services form the
Registrant in excess of $60,000.  For a listing of miscellaneous
transactions with affiliates refer to Note 4 of the notes to
consolidated Financial Statements herein.
<PAGE>
                                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 Earnings        F-3
                 Consolidated Statements of
                       Partners' Equity                     F-4
                 Consolidated Statements of Cash Flow       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 1996.

<PAGE>
                              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.

DATE: March 27, 1997          By:  /s/W. Gerald Ezell
                                      General Partner

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 27, 1997              By:/s/ Steven D. Ezell
                                          President and Director

DATE:  March 27, 1997              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.

DATE:  March 27, 1997         By:/s/ W. Gerald Ezell
                                     General Partner

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 27, 1997              By:/s/Steven D. Ezell
                                         President and Director

DATE:  March 27, 1997              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.
<PAGE>
                     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, 1996 and 1995 and the related consolidated statements of
earnings, partners' equity, and cash flows for each of the years in
the three-year period ended December 31, 1996.  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, 1996 and
1995, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 1996, 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 20, 1997
                                  F-1

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

                      Consolidated Balance Sheets

                      December 31, 1996 and 1995


            Assets                           1996        1995

Cash and cash equivalents            $      26,406       156,971
Restricted cash (note 2)                   303,583       358,320
Land and improvements
  held for investment (note 5)           2,626,713     2,448,411
Other assets                                 1,000         1,000

           Total Assets               $  2,957,702     2,964,702

           Liabilities and Partners' Equity

Liabilities:
   Accounts payable and 
     accrued expenses                  $   104,069        55,767
   Minority interest in joint
     venture (note 3)                          100           100

           Total liabilities               104,169        55,867

Partners' equity (deficit):
  Limited partners (7,500 units
    outstanding)                         2,854,086     2,908,835
  General partners                            (553)         -   

           Total partners' equity        2,853,533     2,908,835

Commitments (notes 2, 3, and 4)

           Total liabilities and
           partners' equity            $ 2,957,702     2,964,702



See accompanying notes to financial statements.
                                  F-2

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

                  Consolidated Statements of Earnings

             Years ended December 31, 1996, 1995, and 1994

                                1996         1995         1994
Revenue:
   Sales of land and
     improvements           $     -       2,781,178      428,357
   Cost of land and 
     improvements sold            -      (1,064,918)    (137,078)
   Selling expenses (note 4)      -        (288,089)     (44,907)

Gain on sale of land and
     improvements                 -        1,428,171      246,372
   
   Interest                       4,995        9,308        3,340
   Miscellaneous                 49,428            -        8,400

         Total Revenue           54,423    1,437,479      258,112

Expenses:
   Interest                         500        3,028       41,936
   Property taxes                60,291       14,030        7,999
   Partnership and property
      management fee (note 4)    15,604       15,604       15,604
   Legal and accounting 
      (note 4)                   25,280       17,981       16,629
   General and administrative     5,193        9,554        2,965
   Architect and engineering
      fees                        2,857        1,491       41,032
   Amortization                     -         11,754            -

          Total expenses        109,725       73,442      126,165

          Net (loss)
                earnings   $    (55,302)   1,364,037      131,947

          Net (loss) earnings allocated to:

          General partner  $       (553)       6,310         -   

          Limited partner  $    (54,749)   1,357,727      131,947

          Net (loss) earnings per
          limited partner
          unit              $      7.30       181.03        17.59

Weighted average units
  outstanding                     7,500        7,500        7,500

See accompanying notes to financial statements.

                                  F-3

<PAGE>

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

              Consolidated Statements of Partners' Equity

             Years ended December 31, 1996, 1995, and 1994



                             Limited        General
                            partners        partner        Total
                        units      amounts
Balance at
  December 31, 1993     7,500  $ 3,069,161       25    3,069,186

     Net earnings         -        131,947      -        131,947
                      _______    _________    _____      _______
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        -     (1,650,000)  (6,335)  (1,656,335)
       (note 6)       _______   ___________   ______   __________
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











See accompanying notes to financial statements.




                                  F-4
<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

                 Consolidated statements of Cash Flows

             Years ended December 31, 1996, 1995, and 1994

                                  1996          1995        1994
Cash flows from operating activities:
   Net (loss) earnings        $ (55,302)   1,364,037     131,947
   Adjustments to reconcile net 
   (loss) earnings to net cash (used) 
   provided by operating activities:                       
     Decrease (increase)in
       escrow deposits            54,737    (358,320)     10,491
     Cost of land and 
       improvements sold            -       1,064,918    137,078
     Cost of land improvements (178,302)    (128,353)   (44,855)
     Decrease (increase) in
       other assets                 -          11,754   (12,754)
     Increase (decrease) in
       accounts payable
       and accrued expenses       48,302     (29,029)     60,529
     (Decrease) increase in 
       accrued interest payable      -        (8,723)      8,723
     
     Net cash (used) provided
       by operating activities  (130,565)  1,916,284     291,159

Cash flows from financing activities:
     Loan proceeds                    -            -     525,000
     Principal payments on
       note payable - other           -            -   (100,000)
     Principal payments on
       note payable - private         -    (175,000)   (350,000)
     Principal payments on
       note payable - bank            -            -   (400,251)
     Distributions                    -  (1,656,335)           -
     Net cash used by financing 
       activities                     -  (1,831,335)   (325,251)
     Net (decrease) increase
       in cash and cash
       equivalents             (130,565)     84,949      (34,092)

Cash and cash equivalents
     at beginning of year       156,971      72,022      106,114

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

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the 
     year for interest           $  500      11,751       33,213
See accompanying notes to financial statements.
                                  F-5

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

              Notes to Consolidated Financial Statements

                      December 31, 1996 and 1995

(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.  The general partners are W. Gerald Ezell
     and 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 72 acres at December 31, 1996 and 1995. Of this
     amount, management believes that 61 acres are sellable at December
     31, 1996 and 1995.  Land costs include amounts to acquire and hold
     land, including interest and property taxes during the development
     period.  Costs to develop 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
<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)

              Notes to Consolidated Financial Statements

                      December 31, 1996 and 1995

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

              Notes to Consolidated Financial Statements

                      December 31, 1996 and 1995

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

              Notes to Consolidated Financial Statements

                      December 31, 1996 and 1995

(1)  Summary of Significant Accounting Policies (continued)

     return, of all limited partners is 27 to 73.  Thereafter, profits
     are generally allocated 27% to the general partners and 73% to the
     limited partners.  Net losses are allocated to the partners in
     proportion to their positive capital accounts.

     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.

     (i)  Reclassifications

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

(2)  Restricted Cash

     At December 31, 1995 and 1996, the Partnership has restricted cash
     balances of $303,583 and $358,320, 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

                      December 31, 1996 and 1995

(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
     1996, 1995, and 1994 are as follows:
                          1996           1995          1994

Commission paid to min-
  ority interest holder   $   -       159,535        34,269
Accounting fees             2,900       2,000         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:
                                         1996          1995

Land and carrying costs           $  6,394,420    6,394,420
Land Improvements                    3,197,807    3,019,505
Cumulative cost of land
and improvements sold               (6,965,514)  (6,965,514)
                                  ------------       -------
                                  $  2,626,713    2,448,411

     Aggregate cost for Federal income tax purposes for this property
     was $2,880,071 and $2,673,705 at December 31, 1996 and 1995,
     respectively.

(6)  Distributions

     For the year ended December 31, 1995, the Partnership made a
     distribution of $1,656,335.  Of this amount, $1,650,000 ($220 per
     unit) was allocated to the limited partners and $6,335 was
     allocated to the general partners.  There were no distributions in
     1996 or 1994.

(7)  Fair Value of Financial Instruments

     At December 31, 1996 and 1995, 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
<PAGE>
                     Independent Auditors' Report

The Partners
Moore's Lane Properties, Ltd.:

Under date of January 20, 1997, we reported on the consolidated balance
sheets of Moore's Lane Properties, Ltd. and subsidiary as of December
31, 1996 and 1995, and the related consolidated statements of
earnings, partners' equity, and cash flows for each of the years in
the three-year period ended December 31, 1996.  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 20, 1997

                                  S-1
<PAGE>
<TABLE>
                                                      MOORE'S LANE PROPERTIES, LTD.
                                                         (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>____
 
72 acres of undeveloped
land in Williamson county,
Tennessee            $ -    $5,817,220    -      3,197,807  577,200  1,537,546 1,089,167 2,626,713      -           -      12/11/85

                                                                        S-2
</TABLE>
                                                                           
<PAGE>

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

                                   Schedule III
                                        
                    Real Estate and Accumulated Depreciation
                                   (continued)


                                 1996          1995            1994


(1) Balance at beginning     $  2,448,411    3,384,976       3,477,199
       of Period
     Additions during period:
     Improvements                 178,302      128,353          51,280
                                  -------     --------        --------
                                  178,302      128,353          51,280
     Deductions during period:
     Cost of real estate
       sold                          -       1,064,918         137,078
     Other - reimbursement of
       impact fees from municipality -               -           6,425

    Balance at close of 
          period              $ 2,626,713    2,448,411       3,384,976

(2)  Aggregate cost for
 Federal income tax 
  purposes                    $ 2,880,071    2,673,705       3,634,383




See accompanying independent auditors' report.
                                       S-2
<PAGE>
           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


<PAGE>
                   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