<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) ofthe Securities Exchange
Act of 1934
[Fee Required]
                                For the fiscal year ended
                                    December 31, 1995

                                           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 sales price of the Units of Limited
Partnership Interest to non-affiliates was $7,500,000
as of February 29, 1996.  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 in
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, 1995, 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 Interchange and Mallory Lane north of
Cool Springs Boulevard.  Mallory Lane North 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.  This development is expected to cost
approximately $700,000, of which $358,000 was retained
from the December 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
intersection, one mile north of the Cool Springs
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 65 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 Partner.

Item 2.  Properties

         As of December 31, 1995, 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.  


<PAGE>

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 29, 1996, there were 565 holders of record of
the 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.

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

                          1995       1994        1993        1992        1991
Total Income         $1,437,479  $ 258,112   $ 902,322   $ 664,567   $ 560,651
Net Income            1,364,037    131,947     786,068     126,319     608,072
Net Income Per Unit      181.87      17.59      104.81       16.84       81.08
Total Assets          2,964,702  3,469,752   3,593,804   4,255,290   4,415,067
Notes Payable             - 0 -    175,000     500,251     982,125   1,200,000
Cash Distributions          220       - 0 -       -0-        -0-         -0-  
        per unit      

<PAGE>

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

Results of Operations

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. 


1993 Sales

  The Registrant sold 7.72 acres for $1,200,000 and
reduced a $722,591 development obligation to a
purchaser by transferring title to 1.7 acres.  Sale
proceeds were used to retire the Note payable to bank,
to pay property taxes, and to fund certain site
improvement on the sale site.  The remaining proceeds
were reserved to meet future operational needs.

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 by the number of acres sold (14.5, 2
and 9.42 in 1995, 1994 and 1993, respectively). 
Interest expense has declined through the years due to
lower principal balances.  Property tax payments have
declined through the years due to reductions in land. 
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 car dealership sale in
1994 and the two 1995 sales.

<PAGE>
Financial Condition

Development

  During 1995,  the General Partner began a new phase of
development on the Property.  This development was
initiated by the sale to the manufacturer 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.  This development is expected to costs
approximately $700,000, of which $358,000 was retained
from the sale in December 1995. The General Partner
expects to fund the remaining development costs with
proceeds from future sales.
  
Liquidity & Capital Resources

  As of February 29, 1996, the Registrant has cash of
approximately $60,000, which the General Partner
believes is sufficient to meet operating needs for 1996.

  Throughout 1995,  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. 

In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.
121 Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of (Statement
121).  It requires that long-lived assets that are to
be disposed of be reported at the lower of carrying
amount or fair value less costs to sell.  If
quoted prices are not available, the estimated fair
value is determined using the best information
available.  After implementation, any material
impairments must be recorded to reflect an excess of
the carrying amount over the estimated fair value.

Statement 121 is applicable for fiscal years beginning
after December 15, 1995, and it will be implemented by
the Registrant effective January 1, 1996. 
Implementation of Statement 121 is not expected to have
a material impact on the financial statements of the
Registrant. 

<PAGE>

Item 8.  Financial Statement 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 Disclosures

          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 Ezell, age 65, 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 1995,  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 43, 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.

<PAGE>
  Michael A. Hartley, age 36, 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 1995, the Registrant was not required to and
did not pay remuneration to any partners of the General
Partner or any affiliates, except as set forth in Item
13 of this report, "Certain Relationships and Related
Transactions."  The General Partner does participate in
the Profits, Losses, and Distributions of the
Partnership as set forth in the Partnership Agreement.

Item 12.  Security Ownership of Certain Beneficial
Owners and Management

  As of February 29, 1996, 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, 1995, earned or received compensation or
payments for services from 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 Changes
                                      in Partners' Equity             F-4
                          Consolidated Statements of Cash Flows       F-5    
                          Notes to Consolidated Financial Statements  F-7

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

<PAGE>

       (b)     No reports on Form 8-K have been filed during
               the last quarter of 1995.


<PAGE>
                                       SIGNATURES

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

                                                 MOORE'S LANE PROPERTIES,LTD.



DATE:           March 29, 1996             By:      /s/W.Gerald Ezell
                                                    W. Gerald Ezell
                                                    General Partner 



                                           By:     222 Partners, Inc.
                                                   General Partner



DATE:           March 29, 1996                     By:/s/ Steven D. Ezell
                                                      Steven D. Ezell
                                                      President and Director



DATE:           March 29, 1996                     By:/s/ Michael A. Hartley
                                                      Michael A. Hartley
                                                      Vice President 
                                                        and Director

<PAGE>                                  SIGNATURES (Cont'd.)

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

                                                 MOORE'S LANE PROPERTIES, LTD.



DATE:           March 29, 1996              By:/s/W. Gerald Ezell
                                               W. Gerald Ezell
                                               General Partner 



                                             By:222 Partners, Inc.
                                                General Partner



DATE:           March 29, 1996                   By:/s/ Steven D. Ezell
                                                    Steven D. Ezell
                                                    President and Director



DATE:           March 29, 1996                   By:/s/ Michael A. Hartley
                                                    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, 1995 and
1994, 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,
1995.  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, 1995
and 1994, and the results of their operations and their
cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with
generally accepted accounting principles.

As discussed in Note 9, the Partnership adopted in 1995
the provisions of Statement of Financial Accounting
Standards No. 107, Disclosures about Fair Value of
Financial Instruments.

                                                 
                                KPMG Peat Marwick LLP

Nashville, Tennessee
January 19, 1996
                                     F-1
<PAGE>
                      MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                                 (A Limited Partnership)

                               Consolidated Balance Sheets

                               December 31, 1995 and 1994


<TABLE>
<CAPTION>

                      Assets                           1995             1994
                      ______                           ____             ____
<S>                                       <C>                     <C>
Cash and cash equivalents                 $         156,971           72,022
Restricted cash (note 2)                            358,320              -      
Land held for investment
   (notes 5 and 6)                                2,448,411        3,384,976
Other assets                                          1,000           12,754
                                                   ________          ________
                 Total assets             $       2,964,702        3,469,752
                                                  =========        =========
                                                                       
        Liabilities and Partners' Equity
           ___________________________
Note payable (note 6)                                  -              175,000
Accounts payable and accrued expenses                55,767            84,796
Accrued interest payable                               -                8,723
Minority interest in joint 
    venture (note 3)                                    100               100
                                                   ________          ________
                 Total liabilities                   55,867           268,619

Partners' equity                                  2,908,835         3,201,133
                                                   ________          ________
Commitments and contingencies 
    (notes 4, 6, and 7)

                 Total liabilities and 
                    partners' equity       $      2,964,702         3,469,752
                                                   ========          ========
</TABLE>





[FN]


See accompanying notes to financial statements.
                                         F-2
<PAGE>
<TABLE>
                      MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                                 (A Limited Partnership)

                           Consolidated Statements of Earnings

                      Years ended December 31, 1995, 1994 and 1993


<CAPTION>

                                                1995             1994             1993
                                                ____             ____             ____
<S>                                         <C>              <C>              <C>
Income:
    Sales proceeds                           $2,781,178          428,357        1,922,591
    Cost of land sold                        (1,064,918)        (137,078)        (912,470)
    Selling expenses (note 4)                  (288,089)         (44,907)        (114,146)
                                              ________          _______           _______
                 Gain on sale 
                    of land                   1,428,171          246,372          895,975

    Interest                                      9,308            3,340            3,493
    Miscellaneous                                   -              8,400            2,854
                                              ________          _______           _______
                 Total income                 1,437,479          258,112          902,322

Expenses:
    Interest                                      3,028           41,936           34,584
    Property taxes                               14,030            7,999           30,295
    Partnership and property 
         management fee (note 4)                 15,604           15,604           15,604
    Legal and accounting (note 4)                17,981           16,629           17,095
    General and administrative                    9,554            2,965           12,986
    Architect and engineering  
         fees                                     1,491           41,032            5,690
    Amortization expense                         11,754              -               -
                                               ________          _______           _______
                 Total expenses                  73,442          126,165          116,254
                                               --------         --------          -------        
                 Net earnings               $ 1,364,037          131,947          786,068
                                              =========         ========          =======               

                 Net earnings 
                    per unit          $        181.87            17.59             104.81
                                               ======            =====             ======








<FN>
See accompanying notes to financial statements.

</TABLE>
                                         F-3
<PAGE>

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

                       Consolidated Statements of Partners' Equity

                      Years ended December 31, 1995, 1994 and 1993


<TABLE>

<CAPTION>

                                               Limited          General
                                              partners          partner           Total
                                               ______           ______            ____
<S>                                          <C>                <C>               <C>
Partners equity, 
    December 31, 1992                 $      2,283,093             25          2,283,118

         Net earnings                          786,068            -              786,068
                                              ________           ____            ________
Partners equity, 
    December 31, 1993                        3,069,161             25          3,069,186

         Net earnings                          131,947            -              131,947
                                              ________           ____            ________
Partners equity, 
    December 31, 1994                        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 9)                     ________           ____            ________
Partners equity, 
    December 31, 1995                 $      2,908,835            -            2,908,835
                                            ==========         =======        ==========

                                                      





<FN>

See accompanying notes to financial statements.

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

                          Consolidated Statements of Cash Flows

                      Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
                                                1995             1994             1993
<S>                                    <C>                <C>              <C>
                                                  
Cash flows from operating activities:
   Net earnings                         $    1,364,037          131,947          786,068
   Adjustments to reconcile 
   net earnings to net cash provided
   by operating activities:
       (Increase) decrease 
         in escrow deposits                  (358,320)           10,491          (3,120)
       Cost of land sold, 
         net of noncash 
         transaction                         1,064,918          137,078           89,879
       Cost of land 
         improvements, net                   (128,353)         (44,855)        (157,040)
       Decrease (increase) 
         in other assets                        11,754         (12,754)            -    
       Decrease (increase) 
         in accounts payable 
         and accrued expenses, 
         net of noncash transaction           (29,029)           60,529         (37,277)
       Decrease (increase) 
         in accrued interest 
         payable                               (8,723)            8,723          (5,812)
                                              ________         ________          ________
                 Total adjustments             552,247          159,212        (113,370)
                                              --------         --------          --------
                 Net cash provided by 
                 operating activities        1,916,284          291,159          672,698
                                              --------         --------          --------
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)        (581,874)
     Distributions to partners             (1,656,335)            -                 -   
                                              ________         ________          ________
                 Net cash used by 
                 financing activities      (1,831,335)        (325,251)        (581,874)
                                              ________         ________          ________


<FN>
See accompanying notes to financial statements.
</TABLE>
                                          F-5
<PAGE>                      MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                                 (A Limited Partnership)

                    Consolidated Statements of Cash Flows, Continued

                      Years ended December 31, 1995, 1994 and 1993



<TABLE>
<CAPTION>
                                                1995             1994             1993
<S>                                 <C>              <C>              <C>
                                                  
Net (decrease) 
      increase in 
      cash and cash 
      equivalents                               84,949         (34,092)           90,824

Cash and cash equivalents 
    at beginning of year                        72,022          106,114           15,290
                                              ________         ________          ________
Cash and cash equivalents 
    at end of year                      $      156,971           72,022          106,114
                                              ========         ========          =======

                                                      
Supplemental Disclosures of Cash Flow Information:
    Cash paid during the 
    year for interest                   $       11,751           33,213           40,396
                                               =======         ========          =======

                                        
During 1993, land held for investment and a $100,000
note payable were transferred in payment of a $822,591
account payable.  See note 7.
</TABLE>

                                              F-6


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

                       Notes to Consolidated Financial Statements

                               December 31, 1995 and 1994



(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 (see note 8) and 222 Partners, Inc.
                 
(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)          Income Taxes

             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.  No
             provision has or will be made for Federal or
             state income taxes since such taxes are the
             personal responsibility of the partners.
                 
(d)          Land Held for Investment

             Land held for investment is recorded at cost
             and includes approximately 72 and 93 acres at
             December 31, 1995 and 1994, respectively.  Of
             these amounts, management believes that 61 and
             76 acres are sellable at December 31, 1995 and
             1994, respectively.  Land costs include amounts
             to acquire and hold land, including interest
             and property taxes during the development
             period.  Costs to hold land, including
             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.  
              
(Continued)
                                    F-6
<PAGE>                MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                                 (A Limited Partnership)

                       Notes to Consolidated Financial Statements

(e)          Revenue Recognition

             Sales are recorded at the time of closing.  A
             portion of sales proceeds is deferred if
             additional construction is required and is
             recognized on the percentage of completion
             method as the construction is completed.
                 
(f)          Partnership Allocations
             
             Net earnings, losses, and distributions of cash
             flow of the Partnership are allocated among the
             limited partners and general partners, in
             accordance with the agreement of the limited
             partnership.
             
(g)          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.

(h)          Estimates
             
             Management of the Partnership has made
             estimates and assumptions to prepare these
             financial statements.  Actual results could
             differ from those estimates.

(2) Restricted Cash

             At December 31, 1995, the Partnership has
             restricted cash balances of $358,320 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.

                                                    
(Continued)

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

                       Notes to Consolidated Financial Statements




          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.

(4) Related Party Transactions

          The General Partner and its affiliates have been
          actively involved in managing the property. 
          Affiliates of the General Partner receive fees and
          commissions as consideration for performing certain
          services.  Expenses incurred for these services
          during 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                         1995           1994        1993
         <S>                                  <C>            <C>         <C>
                         
           Commission expense to 
               minority interest 
               holder                           $     159,535        34,269       60,000
           Accounting fees                              2,000         2,000        2,250
           Partnership and property 
               management fee                          15,604        15,604       15,604
</TABLE>                                                             
(5)       Land Held for Investment

          The components of land held for investment at
          December 31, are as follows:
<TABLE>
<CAPTION>
                                                                 1995             1994
                                                                 ____             ____
           <S>                                        <C>                   <C>
           Land and carrying costs                    $       6,394,420         6,394,420
           Land improvements                                  3,019,505         2,891,152
           Cumulative cost of land and 
               improvements sold                             (6,965,514)       (5,900,596)
                                                               ________          ________
                                                      $       2,448,411         3,384,976
                                                               ========          ========
</TABLE>                                                                       
         Aggregate cost for federal income tax
         purposes for this property was $2,673,705 and
         $3,634,383 at December 31, 1995 and 1994,
         respectively.

      
      
      
      
                                             
(Continued)

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

                  Notes to Consolidated Financial Statements




(6) Note Payable

        On April 28, 1994, the Partnership entered
        into a $825,000 term loan agreement with a
        private lending source.  At December 31, 1994,
        the balance outstanding was $175,000 which was
        paid in full in 1995.  The note accrues simple
        interest at an annual rate of 4% over a local
        bank's prime lending rate (12.5% at December
        31, 1994).  The note is secured by a mortgage
        on the land held for investment.  Semi-annual
        interest payments are due on April 28 and
        October 28.  The note matures on April 28,
        1996.  At December 31, 1995, the Partnership
        can make additional draws under the loan
        agreement in the amount of $300,000.

        In addition, the term loan agreement entitles
        the lender to receive a profit participation
        equal to 25% of profits, as defined in the
        loan agreement.  At December 31, 1995, the
        Partnership has accrued $4,594 under this
        agreement.
     
(7) Note Payable - Other

        On February 3, 1993, the Joint Venture
        conveyed to a purchaser approximately 1.7
        acres of land held for investment.  Such
        conveyance satisfied $722,591 of amounts due
        to the purchaser of $856,530 for
        infrastructure improvements.  In addition to
        the conveyance of land, the consideration
        included a cash payment of $33,939 and the
        issuance of a note payable to the purchaser of
        $100,000.  The note payable was due on
        February 3, 1995, and had no stated rate of
        interest.  The note was secured by a deed of
        trust on certain of the Joint Venture's
        property.  On May 3, 1994, the note was
        retired in full with proceeds from the note
        payable discussed in note 6.

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

                  Notes to Consolidated Financial Statements



(8) General Partner Bankruptcy

        On February 25, 1991, W. Gerald Ezell, a
        general partner of the Partnership, elected to
        file for reorganization under Chapter 11 of
        the United States Bankruptcy Code.  This
        election is designed to allow Mr. Ezell to
        satisfy his personal creditors in an orderly
        manner.  The filing has no impact on the legal
        standing of the Partnership.  Mr. Ezell has
        retained his role as an active general partner
        and continues to fulfill his general partner
        responsibilities.
     
     

(9) 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 partner. There
        were no distributions in 1994 or 1993.
     
(10) Fair Value of Financial Instruments

        At December 31, 1995, the Partnership had
        financial instruments including cash and cash
        equivalents of $156,971,restricted cash of
        $358,320, and accrued liabilities of $55,767. 
        The carrying amounts of cash and cash
        equivalents, restricted cash, and accrued 
        liabilities approximate fair value because of
        the short maturity of those financial
        instruments.
<PAGE>
















Independent Auditors' Report
__________________________



The Partners
Moore's Lane Properties, Ltd.:


Under date of January 19, 1996, we reported on the
consolidated balance sheets of Moore's Lane Properties,
Ltd. and subsidiary as of December 31, 1995 and 1994,
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, 1995.  The
consolidated financial statements and our reports
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.


                                           KPMG Peat Marwick LLP



Nashville, Tennessee
January 19, 1996

                                         S-1

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

                        Real Estate and Accumulated Depreciation

                                    December 31, 1995


<TABLE>
<CAPTION>
                                                                                 Initial cost to
                                                                              Partnership

<S>                                     <C>                     <C>              <S>
                                                                                      Building and
     Description                        Encumbrances                Land             improvements

72 acres of undeveloped land in 
Williamson County, Tennessee              $   -                 5,817,220                 -

</TABLE>





<TABLE>
<CAPTION>
                                                           1995            1994               1993
<S>                                                           <C>             <C>                <C>

(1) Balance at beginning                             $3,384,976       3,477,199          4,232,629
         of Period
     Additions during period:
         Improvements                                   128,353          51,280            146,718
                                                       --------        --------           --------
                                                        128,353          51,280            146,718
                                                       --------        --------           --------
     Deductions during period:
         Cost of real estate sold                     1,064,918         137,078            902,148
         Other - reimbursement of
         impact fees from 
         municipality                                   -                 6,425            -      
                                                       --------        --------           --------
                                                      1,064,918         143,503            902,148
                                                       --------        --------           --------
     Balance at end of period                        $2,448,411       3,384,976          3,477,199
                                                      =========       =========          =========                              

(2) Aggregate cost for 
     Federal income tax purposes                     $2,673,705       3,634,383          3,642,836
                                                      =========       =========          =========
</TABLE>     







See accompanying independent auditors' report.
                                                  S-2
<PAGE>                                           Schedule XI
<TABLE>
                                MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                                           (A Limited Partnership)

                                  Real Estate and Accumulated Depreciation

                                              December 31, 1995

<CAPTION>






                                                               

                                                    Cost                            Gross
                                           capitalized subsequent             amount at which
                                                                                   carried
                                               to acquisition                      at close of period

                                                                                    Building &
                                            Improve-     Carrying                     improve-            
     Description                               ments        costs            Land        ments       Total 
  
<S>                                        <C>            <C>           <C>            <C>      
<C>

72 acres of undeveloped land in 
Williamson County, Tennessee               3,019,505      577,200       1,537,546      910,865 

</TABLE>

<PAGE>

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

                                  Real Estate and Accumulated Depreciation

                                              December 31, 1995
<CAPTION>







                                                       Accumulated         Date of              Date
Description                            Total           depreciation*     construction          acquired
    <S>                               <C>            <C>                <C>              <C>

     72 acres of undeveloped land in      2,448,411      -               2/93             12/11/85
         Williamson County, Tennessee


<FN>

*Life on which depreciation in latest income statement is
computed is not applicable.

</TABLE>

<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