<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, 1998

                               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 28,1999. 
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 Partner of Registrant is 222 Partners, Inc.  The
Partnership is a venturer in Moore's Lane Venture Associates (the
"Joint Venture") and has controlling interest in this Joint
Venture.

     Registrant's primary business, as a consolidated entity with
the Joint Venture, is to hold for investment certain undeveloped
real property located 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, 1998, the Joint Venture owned approximately
21 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 development of the Property is complete.  This work
included construction of several major roads and interchanges,
grading and utility installation.

Competition:

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

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

Item 2.  Properties

     As of December 31, 1998, the Joint Venture of which the
Registrant has a controlling interest owned 21 acres of land in
Franklin, Williamson County, Tennessee.  The Property is included
in the Cool Springs Retail and Corporate Center.  The Property is
located along Mallory Lane, west and south of the Cool Springs
Galleria Mall.

Item 3.  Legal Proceedings

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

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

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

                             PART II

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

     There is no established market for the Units, and it is not
anticipated that any will exist in the future.  The Registrant
commenced an offering to the public on April 22, 1986 of 7,500
Units of limited partnership interests.  The offering of $7,500,000
was fully subscribed and closed on May 30, 1986.  As of February
28, 1999, there were 575 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.
<PAGE>
Item 6. Selected Financial Data
                            For the Year Ending
                               December 31,

                       1998      1997      1996      1995      1994

Total Revenue      $ 1,522,795 1,580,487    54,423 1,437,479   258,112
Net Income (Loss)      907,055 1,214,577  (55,302) 1,364,037   131,947
Net Income (Loss) 
   per Limited
   Partner Unit          68.50    109.16    (7.30)    181.03     17.59
Total Assets         1,883,301 2,629,195 2,957,702 2,964,702 3,469,752
Note Payable                 -         -         -         -   175,000
Cash Distributions
   per Limited Partner
   Unit                    170      170          -       220      -   

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

Sales
   During 1998, there were several sales totalling approximately 9 acres for
over $2.4 million. The sales proceeds were used to make a $1.8 million cash
distribution to the partners and the remaining proceeds were reserved to
cover expenses related to the sale.

   During 1997, there were six sales totalling approximately 30 acres for
over $4.2 million.  The sale proceeds were used to retire the $300,000 note
payable, set aside development reserves of $686,571 and distributed
$1,487,000 to the partners.   The proceeds distributed from these sales
allowed the Registrant to fully return all capital and preferred return to
the Limited Partners, after which, all cash distributions will be allocated
31% to the general partner and special limited partners and 69% to the
limited partners.  The allocation ratio of limited partner to general partner
and special limited partners prior to the return of capital was 99:1.

   There were no sales of land in 1996.

Operations

  Other than the sales activity noted above, operations of the Registrant are
comparable during 1998, 1997, and 1996 except for the following.  The
increase in interest income during 1998 is due to higher cash balances held
during the year, especially in the Restricted cash-escrow accounts.  The 1997
increase in interest expense is due to the $300,000 note payable secured in
April 1997. The loan was retired in full in August 1997.  During 1997, the
Registrant incurred interest of approximately $11,000 and financing fees of
approximately $9,000.  The Registrant also incurred interest on short term
loans totalling $2,000.  

     Property tax expense includes rollback property taxes paid on the
property sold.  Most of the land sold in 1998 and 1997 had been taxed at a
less expensive agricultural rate while the Registrant held it undeveloped.
During 1997, the Registrant was allowed to keep this agricultural tax rate
even though the land was included in the Cool Springs Corporate and Retail
Center because the land was subject to rollback taxes.  The city and county
assessed rollback taxes on the date of sale of certain farm land. The tax is
equal to approximately 3 years taxes at a commercial rate. Certain other
parcels of the Registrant's property will be subject to this rollback tax
when sold.

     General and administrative expenses were higher in 1998 due to escrow
fees and letter of credit fees.  Architect and engineering fees are related
to sales activity and are higher in years with sales. Legal and accounting
fees for 1996 were higher due to additional legal services needed to handle
partnership issues.

     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. 
 
Liquidity and Capital Resources

As of January 31, 1999, the Registrant has cash of approximately $872,261. 
The General Partner believes that this cash will be sufficient to meet
operating needs for 1999.

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

Year 2000

In 1998, the Partnership initiated a plan ("Plan") to identify, and remediate
"Year 2000" issues within each of its significant computer programs and
certain equipment which contain microprocessors.  The Plan is addressing the
issue of computer programs and embedded computer chips being unable to
distinguish between the year 1900 and the year 2000, if a program or chip
uses only two digits rather than four to define the applicable year.  The
Partnership has divided the Plan into five major phases-assessment, planning,
conversion, implementation and testing.  After completing the assessment and
planning phases earlier in the year, the Partnership is currently in the
conversion, implementation, and testing phases.  Systems which have been
determined not to be Year 2000 compliant are being either replaced or
reprogrammed, and thereafter tested for Year 2000 compliance.  The Plan
anticipates that by mid-1999 the conversion, implementation and testing
phases will be completed.  Management believes that the total remediation
costs for the Plan will not be material to the operations or liquidity of the
Partnership.

The Partnership is in the process of identifying and contacting critical
suppliers and other vendors whose computerized systems interface with the
Partnership's systems, regarding their plans and progress in addressing their
Year 2000 issues.  The Partnership has received varying information from such
third parties on the state of compliance or expected compliance.  Contingency
plans are being developed in the event that any critical supplier or customer
is not compliant.  

The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations.  Such failures could materially and adversely affect the
Partnership's operations, liquidity and financial condition.  Due to the
general uncertainty inherent in the Year 2000 problem, resulting in part from
the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, the Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on the
Partnership's operations, liquidity or financial condition.

Item 8.  Financial Statements and Supplementary Data

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

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

     None.

                               PART III

Item 10.  Directors and Executive Officers of the Registrant

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

222 Partners, Inc.

  222 Partners, Inc. was formed in September, 1986 and serves as general
partner for several other real estate investment limited partnerships.

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

  Steven D. Ezell, age 46, 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 39, is Secretary/Treasurer and Vice President of
the corporate general partner.  He has been an officer of 222 Partners, Inc.
from September 17, 1986 through the current period.  He also serves as Vice
President and 50% owner of Landmark Realty Services Corporation.  For the
three years prior to joining Landmark, Mr. Hartley was a Vice President of
Dean Witter Realty Inc., a New York-based real estate investment company.

  W. Gerald Ezell, age 68, is a director of corporate general partner. Mr.
Ezell is also a general partner of affiliated limited partnerships which own
various real estate properties.  Until November 15, 1985, Mr. Ezell had been
for over 20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life Insurance
Company.

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

Item 11.  Executive Compensation

  During 1998, the Registrant was not required to and did not pay
remuneration to any partners of the General Partners or any affiliates,
except as set forth in Item 13 of this report, "Certain Relationships and
Related Transactions."  The General Partners do participate in the Profits,
Losses, and Distributions of the Partnership as set forth in the Partnership
Agreement.

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

  As of February 28, 1999, 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.
<PAGE>
Item 13.  Certain Relationships and Related Transactions

  No affiliated entities have, for the year ending December 31, 1998, earned
or received compensation or payments for services from the Registrant in
excess of $60,000 except for the following:

Commissions paid to minority interest holder           $ 73,443

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

                                PART IV

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

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

               Independent Auditors' Report                 F-1

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

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

                 Schedule III - Real Estate and Accumulated
                      Depreciation                          S-2

     All other Schedules have been omitted because they are
     inapplicable, not required or the information is included in       the
Consolidated Financial Statements or notes thereto.

          (3)   Exhibits

               3  Amended and Restated Certificate and Agreement of
                  Limited Partnership, incorporated by reference to
                  Exhibit A to the Prospectus of Registrant dated           
        April 22, 1986 filed pursuant to Rule 424(b) of                   
the Securities and Exchange Commission.

               22 Subsidiaries

               27 Financial Data Schedule

     (b)  No reports on Form 8-K have been filed during the last            
quarter of 1998.<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.

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 31, 1999              By:/s/ Steven D. Ezell
                                          President and Director

DATE:  March 31, 1999              By:/s/ Michael A. Hartley
                                          Vice President and Director

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

                              MOORE'S LANE PROPERTIES, LTD.

                              By:  222 Partners, Inc.
                                   General Partner

DATE:  March 31, 1999              By:/s/Steven D. Ezell
                                         President and Director

DATE:  March 31, 1999              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,
1998 and 1997, and the related consolidated statements of operations,
partners' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998.  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, 1998 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.


                                       KPMG LLP


Nashville, Tennessee
January 22, 1999
                                  F-1

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

                      Consolidated Balance Sheets

                      December 31, 1998 and 1997


            Assets                          1998          1997

Cash and cash equivalents            $     5,809         192,693 
Restricted cash (note 2)                 609,504         742,843  
Land and improvements
  held for investment (note 5)         1,266,988       1,692,659  
Other assets                               1,000           1,000  
   

           Total Assets               $ 1,883,301      2,629,195  

     
           Liabilities and Partners' Equity

Liabilities:
   Accounts payable and 
     accrued expenses                 $   116,209         47,832
   Payable to related party (note 4)      126,500           - 
   Minority interest in consolidated
     joint venture (note 3)                   100            100
           Total liabilities              242,809         47,932

Partners' equity:
  Limited partners (7,500 units
    outstanding)                        1,636,539      2,397,794  
  General partners                          3,953          3,953 
  Special limited partners                      -        179,516  
                                 
           Total partners' equity       1,640,492      2,581,263  
    
Commitments (notes 2, 3, and 4)

           Total liabilities and
           partners' equity            $1,883,301      2,629,195  
     



See accompanying notes to consolidated financial statements.
                                  F-2

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

                  Consolidated Statements of Operations

             Years ended December 31, 1998, 1997, and 1996

                                1998         1997        1996
Revenue:
   Sales:
   Sales of land and
     improvements           $ 2,448,096   4,205,662        -      
   Cost of land and 
     improvements sold         (720,714) (2,213,987)       -      
   Selling expenses (note 4)   (225,609)   (416,942)       -      

   Gain on land sale          1,501,773   1,574,733        -      
   Interest                      20,882       5,754       4,995   
   Miscellaneous                    140           -      49,428   
         Total revenue        1,522,795   1,580,487      54,423   
  
Expenses:
   Interest                           -      22,284         500   
   Property taxes               176,661     154,459      60,291   
   Partnership and property
      management fee (note 4)    15,604      15,604      15,604   
   Legal and accounting 
      (note 4)                   21,903      19,310      25,280   
   General and administrative    10,455       3,538       5,193   
   Architect and engineering
      fees                       12,697      13,613       2,857
   Total expenses               237,320     228,808     109,725

            Net income (loss)
            before minority    
            interest          1,285,475   1,351,679     (55,302)  
          Minority Interest     378,420     137,102         -    

          Net income (loss) $   907,055   1,214,577     (55,302)  
Net income (loss) allocated to:

General partners           $          -       4,506        (553)  
Special limited partners        393,310     391,363         -     
Limited partners                513,745     818,708     (54,749)  

    Net income (loss) per
    limited partner
    unit                   $      68.50      109.16       (7.30)  
 Weighted average units
  outstanding                     7,500       7,500       7,500   
   
See accompanying notes to consolidated financial statements.
                                  F-3<PAGE>
            MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)
              Consolidated Statements of Partners' Equity 

             Years ended December 31, 1998, 1997, and 1996

<TABLE>
                                             Special
                             Limited         Limited     General
                            partners        partners    partners    Total
                       units     amounts
<S>                   <C>       <C>        <C>         <C>        <C>     
Balance at
     December 31, 1995  7,500  2,908,835        -           -       2,908,835

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

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

     Distributions
     to partners (note 6)   - (1,275,000)  (211,847)        -      (1,486,847)
                    
Balance at
     December 31, 1997  7,500  $2,397,794   179,516        3,953    2,581,263 

     Net income             -     513,745   393,310          -        907,055  
 
     Distributions to
     partners (note 6)      -  (1,275,000) (572,826)         -     (1,847,826)

   Balance at
 December 31, 1998      7,500   1,636,539         -        3,953    1,640,492 
/TABLE>
See accompanying notes to consolidated financial statements. 
                                               F-4<PAGE>
               MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                          (A Limited Partnership)
                   Consolidated Statements of Cash Flows

               Years ended December 31, 1998, 1997, and 1996

</TABLE>
<TABLE>
                                         1998       1997     1996
<S>                                     <C>        <C>      <C>    
Cash flows from operating activities:
   Net income (loss)                $ 907,055  1,214,577   (55,302)
   Adjustments to reconcile net income
   (loss) to net cash provided by 
   (used in) operating activities:

     (Increase) decrease in
     restricted cash                  133,339   (439,260)   54,737 
     Cost of land and improvements  
     sold                             720,714  2,213,987       -   
     Cost of land improvements       (295,043)(1,279,933) (178,302)
 
     (Decrease) increase in accounts
     payable and accrued expenses      68,377    (56,237)   48,302 
     Increase in payable to related 
     party                            126,500         -        -   

       Net cash provided by (used in)
         operating activities       1,660,942  1,653,134  (130,565)

Cash flows from financing activities:
     Loan proceeds-other                  -      445,000       -   
     Principal payments on note 
     payable - other                      -     (145,000)      -   
     Principal payments on note
     payable - private                    -     (300,000)      -   
     Distributions to partners     (1,847,826)(1,486,847)      -   
     Net cash used by financing
     activities                    (1,847,826)(1,486,847)      -   
     Net increase (decrease)  
     in cash and cash equivalents    (186,884)   166,287  (130,565)

Cash and cash equivalents 
     at beginning of year             192,693     26,406   156,971 
Cash and cash equivalents 
    at end of year                    $ 5,809    192,693    26,406 

Supplemental Disclosures of Cash 
     flow information:
     Cash paid during the year for 
     interest                             $  -    15,993       500 
</TABLE>
See accompanying notes to consolidated financial statements.
                                  F-5
<PAGE>
          MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                     (A Limited Partnership)
           Notes to Consolidated Financial Statements
                   December 31, 1998 and 1997

(1)  Summary of Significant Accounting Policies
    (a)  Organization

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

     (b)  Principles of Consolidation

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

     (c)  Estimates

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

    (d)  Land and Improvements Held for Investment

     Land and improvements held for investment is recorded at
     cost and include approximately 21 and 30 acres at
     December 31, 1998 and 1997, respectively.  Land costs
     include amounts to acquire and hold land, including
     interest and property taxes during the development
     period.  Costs to hold land, including interest,
     insurance, and property taxes were charged to expense in
     1998 since development was 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

                      
(1)  Summary of Significant Accounting Policies (continued)
     (e) Impairment of Long-Lived Assets and Long-Lived Assets to
         be Disposed of 
     The Partnership accounts for long-lived assets in
     accordance with 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."  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. 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
                     
(1)  Summary of Significant Accounting Policies (continued)
     (f)  Revenue Recognition(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 been made for Federal or state income
     taxes since such taxes are the personal responsibility of the
     partners.  
     Annually, the partners receive, from the Partnership, IRS Form
     K-1's which provide them with their share of taxable income
     (or loss), deductions and other tax information.  The only
     difference between the tax basis and reported amounts of the
     Partnership's assets and liabilities is the carrying value of
     land and improvements held for investment.  The income tax
     basis includes additional land development costs not
     capitalized for book purposes.

     (h)  Partnership Allocations

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

     Net profits are allocated first to any partner with a negative
     balance in their capital account, determined at the end of the
     taxable year as if the Partnership had distributed cash flow, 
     in proportion to the negative capital balance account of all 
     partners until no partner's capital account is negative.  Net 
     profit allocations are then made to the limited partners up to 
     the difference between their capital account balances and the 
     sum of their adjusted capital contributions (capital balance, 
     net of cumulative cash distributions in excess of preferred  
     returns - 12%  annual cumulative return on capital           
     contributed).  Any remaining net profit is allocated 99% to  
     the limited partners and 1% to the general partners until the 
     taxable year in which cumulative distributions to the limited 
     partners equal their adjusted capital contribution plus an   
     unpaid preferred return.  Net profits are then allocated to  
     the general partners until the ratio of the general
     partners' capital account balance to the capital account     
     balances, in excess of adjusted capital contributions and    
                               F-8<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)
              Notes to Consolidated Financial Statements

                  
(1)  Summary of Significant Accounting Policies (continued)
     (h)  Partnership Allocations(continued)
     unpaid preferred returns, of all limited partners is 31%
     to 69%.  Thereafter, profits are generally allocated 31%
     to the general partners and 69% to the limited partners. 
     Net losses are allocated to  the 99% to the limited
     partners and 1% to the general partner.
     
     Partnership distributions are allocated to the limited
     partners in an amount equal to their preferred return
     (12% annual cumulative return on capital contributed) to
     the extent unpaid to date.  Any remaining distributions
     are allocated 99% to the limited partners and 1% to the
     general partners until the limited partners have received
     an amount equal to their adjusted capital contributions,
     and thereafter, 69% to the limited partners and 31% to
     the general partners.

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

     (i)  Comprehensive Income
 
     Effective January 1, 1998, the Partnership adopted SFAS
     No. 130 "Reporting Comprehensive Income".  SFAS No. 130
     establishes standards for reporting and presentation of
     comprehensive income and its components in a full set of
     financial statements and requires that all components of
     comprehensive income be reported in a financial statement
     that is displayed with the same prominence as other
     financial statements.  Comprehensive income is defined as
     the change in equity of a business enterprise, during a
     period, associated with transactions and other events and
     circumstances from non-owner sources.  It includes all
     changes in equity during a period except those resulting
     from investments by owners and distributions to owners. 
     During the years ended December 31, 1998 and 1997, the
     Partnership had no components of other comprehensive
     components ofincome.  Accordingly, comprehensive income
     for each of the years was the same as net income(loss). 
<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)
              Notes to Consolidated Financial Statements

 (2)  Restricted Cash

     At December 31, 1998 and 1997, the Partnership has restricted 
     cash balances of $609,504 and $742,843, 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.
    
(4)  Related Party Transactions

     The General Partners and their affiliates have been
     actively involved in managing the Partnerships.  At
     December 31, 1998, the Partnership had a payable to an
     affiliate of $126,500.  Affiliates of the general
     partners receive fees and commissions as consideration
     for performing certain services.  Expenses incurred for
     these services during 1998, 1997, and 1996 are as
     follows:                   1998          1997     1996

     Commission paid to minority
      interest holder      $   73,443       130,810        -   
     Development fees         
      (Selling Expense)        48,962        83,199        -   
     Accounting fees            3,603         1,750    2,900
     Land management fee       15,604        15,604   15,604

                              F-9
<PAGE>
             MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
                        (A Limited Partnership)
              Notes to Consolidated Financial Statements

(5)  Land and Improvements Held for Investment

     The components of land and improvements held for investment at
     December 31, are as follows:         1998          1997

     Land and carrying costs       $    581,131       922,409
     Land Improvements                  685,857       770,250
                                   $  1,266,988     1,692,659

     Aggregate cost for Federal income tax purposes for this
     property was $1,330,706 and $1,725,060  at December 31,
     1998 and 1997, respectively.

(6)  Distributions

          For the years ended December 31, 1998 and 1997, the
          Partnership made distributions of $1,847,826 and 
          $1,486,847, respectively. Of these amounts, $1,275,000
          and $1,275,000 ($170 and $170 per unit), respectively,
          were allocated to the limited partners, $572,826, and
          $211,847, respectively, were allocated to the Special limited     
          partners, and $-0- and $-0- were allocated to the general 
          partners. There were no distributions in 1996.

     (7)  Fair Value of Financial Instruments

          At December 31, 1998 and 1997, the Partnership had
          financial instruments including cash, restricted cash,
          accounts payable, and accrued expenses and payable to
          related party.  The carrying amounts of these financial
          instruments approximate their fair value because of the
          short term nature of those financial instruments.


     (8)  Subsequent Event

          On January 21, 1999, the Partnership sold 6.5 acres of land for
          approximately $1.5 Million gross proceeds.  From the sale, $706,521 
          was distributed to the partners.








                                 F-10<PAGE>
                     Independent Auditors' Report

The Partners
Moore's Lane Properties, Ltd.:

Under date of January 22, 1999, we reported on the consolidated balance
sheets of Moore's Lane Properties, Ltd. and subsidiary as of December 31,
1998 and 1997, and the related consolidated statements of operations,
partners' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998.  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 following.  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  LLP
Nashville, Tennessee
January 22, 1999

                                  S-1
<PAGE>
<TABLE>
                                           MOORE'S LANE PROPERTIES, LTD. and Subsidiary
                                                      (A Limited Partnership)

                                                           Schedule III

                                             Real Estate and Accumulated Depreciation

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

Description         Encum-     Land    Buildings Improve-  Carrying    Land    Buildings   Total    Accumu-      Date of     Date
                    brances          and improve- ments     costs            and improve-          lated de-   construc- acquired
                                        ments                                   ments              preciation    tion         
<S>___________     <C>______  <C>____ <C>________<C>________<C>________<C>____<C>________<C>_____   <C>_______<C>_______  <C>____
 
20 acres of undeveloped
land in Williamson county,
Tennessee            $ -    $  331,144    -        685,857  249,987    331,144    935,844  1,266,988     -           -    12/11/85

                                                                        S-2
</TABLE>
                                                                           
<PAGE>

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

                                   Schedule III
                                        
                    Real Estate and Accumulated Depreciation
                                   (continued)


                                 1998          1997        1996


(1) Balance at beginning     $  1,692,659    2,626,713  2,448,411         of
Period
    Additions during period:
    Improvements                  295,043    1,279,933    178,302      

                                                 
     Deductions during period:
     Cost of real estate
        sold                      720,714    2,213,987          -           
 
     Balance at close of 
        period               $  1,266,988    1,692,659  2,626,713      
(2)  Aggregate cost for
     Federal income tax 
       purposes              $  1,330,706    1,725,060  2,880,071      


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