~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K~~index

~~(Mark~~UNITED ~~One)~~STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM ~~[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2001 or~~2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[Commission ]file ~~Transition~~number ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______to_______~~33-3955-A

~~Commission File Number 33-3955-A MOORE~~Moore'Ss ~~LANE~~Lane ~~PROPERTIES~~Properties, ~~LTD~~Ltd. (Exact name of ~~Registrant~~registrant as specified in its charter)

Tennessee	~~62-1271931~~	62-1271931
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification Number)~~	(I.R.S. Employer Identification No.)
One Belle Meade Place 4400 Harding Road, Suite 500 Nashville, Tennessee	37205
3310 West End Avenue, Suite 490 Nashville, Tennessee		37203
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)
Registrant's telephone number, including area code:	(615) 292-1040
Securities registered pursuant to Section 12(b) of the Act: Title of Each Class	Name of each exchange on which registered
None	None

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

Securities registered pursuant to Section 12(g) of the Act:

~~UNITS~~Units OFof ~~LIMITED~~Limited ~~PARTNERSHIP~~Partnership ~~INTEREST~~ Interest (Title of Class)

Indicate by check mark whether the ~~Registrant~~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~~past 12 months (or for such shorter period that the ~~Registrant~~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]

Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes

The aggregate sales price of the Units of Limited Partnership Interest to non-affiliates was $7,500,000 as of April 22, 1986. 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.~~

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

PART I

Item 1. Business

General Development of Business

Moore's Lane Properties, Ltd. ("Registrant"), is a Tennessee limited partnership organized in December 1985, pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, Title 61, Tennessee Code Annotated, as amended. The General ~~Partners~~Partner of the 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~~objective, as a consolidated entity with the Joint Venture, is to ~~hold~~sell ~~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~~distribute ofto the ~~value~~limited ofpartners, ~~the~~a ~~Property due~~return toof ~~development~~capital offrom the ~~immediately~~net ~~surrounding~~proceeds ~~areas and the growth~~ of the ~~community~~sales.

Financial Information about Industry Segments

The Registrant's activity, ~~investment~~sale inof 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, ~~2001~~2004, the Joint Venture owned approximately 7 ~~saleable~~2 sellable acres of partially developed land in Franklin, Tennessee. The Property is held for ~~resale~~sale. 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 isincludes ~~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~~Most ~~Real Estate Associates, LP ("CSREA") owns much~~ of the ~~undeveloped~~property ~~land~~ in ~~the~~this ~~immediate~~area ~~vicinity of the Property. CSREA~~ is ~~an institutional real estate investor~~developed. ~~Their asking~~ ~~prices~~The ~~are currently comparable to the~~ Registrant's~~. There are~~ ~~several~~property ~~other~~is ~~competitive~~one ~~retail~~of ~~sites~~a atfew ~~the~~remaining ~~I-65 and Moore's Lane Boulevard intersection. However, the General Partner feels that the market can ultimately absorb all these~~ sites ~~and~~left ~~that the Registrant's low cost in its land will allow it to compete effectively~~undeveloped.

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

Item 2. Properties

As of December 31, ~~2001~~2004, the Joint Venture, of which the Registrant has a controlling interest, owned 72 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~~the ~~Lane,~~perimeter ~~west and south~~ of the Cool Springs Galleria Mall.

Item 3. Legal Proceedings

The Registrant is not a party to, nor is any of the 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 Registrant's Units of Limited Partnership Interest, 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, ~~2001~~2004, there were ~~558~~562 holders of record of 7,500 Units of limited partnership interests.

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

Item 6. Selected Financial Data

For the Year Ending December 31,

	For the Year Ending December 31,
	2004	2003	2002	2001	2000

Total revenue	0	$1,134,173	$1,318	$6,095	$1,056,726
Net income (loss)	(74,744)	791,543	(101,057)	(129,076)	661,700
Net income (loss) per limited partner unit	($9.87)	$70.29	($9.30)	($11.88)	$60.88
Total assets	$217,393	282,061	553,255	642,311	852,404
Cash distributions per limited partner unit	$--	$100.00	$--	$--	$110.00

2001 2000 1999 1998 1997
Total Revenue $6,095 $1,056,726 $1,836,691 $1,522,795 $1,580,487
Net Income (Loss) (129,076) 661,700 1,312,394 907,055 1,214,577
Net Income (Loss) per Limited Partner Unit $(5.28) $60.88 $53.46 $68.50 $109.16
Total Assets $642,311 $852,404 $1,336,934 $1,883,301 $2,629,195
Cash Distributions per Limited Partner Unit $- $110 $155 $170 $170
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Sales

There were no sales induring ~~2001~~2004. ~~During~~ ~~2000,~~On ~~there~~July ~~were~~8, ~~two~~2003, ~~sales~~the ~~totaling~~Registrant ~~3.3~~sold 5 acres of land for ~~over~~gross proceeds of $1.45 million. ~~The~~ ~~sale~~Of the proceeds, ~~were~~approximately ~~used to make a~~ $1.23 million ~~cash~~was ~~distribution~~distributed to the partners ~~with~~of the ~~remaining~~joint ~~held for operating expenses~~venture. ~~During~~ ~~1999, there were several sales totaling approximately 8 acres for over $2.8 million.~~ The ~~sales~~remaining proceeds were ~~used~~retained to ~~make~~meet aoperating $1expenses.7 ~~million~~The ~~cash~~Registrant ~~distribution~~has to2 ~~the~~acres ~~partners~~left ~~and~~for ~~the~~sale. ~~remaining~~There ~~proceeds~~ were ~~reserved~~no tosales ~~cover~~of ~~expenses~~Property ~~related~~during ~~to the sale~~2002.

Operations

Other than the sales activity, noted above, operations of the Registrant are comparable ~~during~~in ~~2001~~2004, ~~2000~~2003, and ~~1999~~2002, except for the following. ~~The~~ ~~decrease in interest income during the years is due to lower cash balances held during the year, especially in the restricted cash-escrow accounts.~~ The ~~fluctuations~~decline in property taxes ~~are~~is due to ~~a decrease in land due to sales and~~ the ~~elimination~~sale of ~~the~~land ~~rollback taxes~~ in ~~1999~~2003. The ~~increase~~large instate ~~land~~tax ~~maintenance~~expense ~~fees~~ in ~~2001~~2003 ~~relates~~is todue ~~necessary repairs~~ to ~~roadwork. Effective January 1, 2000, the state of Tennessee began assessing franchise and~~ excise tax on ~~limited partnerships. Franchise tax is based on~~ the ~~greater~~gain offrom ~~net~~sale ~~worth~~in or2003. ~~real~~The ~~and~~decrease ~~tangible~~in ~~property~~interest ~~and~~income isduring ~~taxed~~the atyears ~~a rate of 1/4 of 1%. Excise tax~~ is ~~based~~due onto ~~reported~~lower ~~earnings~~interest ~~before~~rates ~~excise~~and ~~tax. The~~lower ~~excise~~cash ~~tax~~balances ~~rate~~held isduring ~~6%. Because~~ the ~~Registrant~~year, ~~had~~especially ain ~~net~~the ~~loss~~restricted ~~for~~cash-escrow ~~2001,~~accounts. noInterest ~~excise~~expense ~~tax~~in 2004 is ~~recorded~~on in the ~~current~~amounts ~~year~~due to affiliates.

Liquidity and Capital Resources

At ~~February~~December 2831, ~~2002~~2004, the Registrant had $~~180,696~~942 in cash to meet its ~~2002~~2005 operating expenses. The General Partner believes that this cash balance is not sufficient to meet the operational needs of the Registrant for the year ~~2002~~2005. The General Partners will defer the collection of fees for certain affiliated expenses and will provide advances until cash becomes available through land sales.

Critical Accounting Policies

As discussed in Note 1 to the financial statements, land and improvements held for ~~investment~~sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value. Based upon management's analysis of the Partnership's land and improvements held for ~~investment~~sale, no impairment charge was necessary at December 31, ~~2001~~2004.

Contractual Obligations and Commitments

At December 31, ~~2001~~2004, the Partnership has no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At December 31, ~~2001~~2004 and ~~2000~~2003, the Partnership has restricted cash balances of $5894,~~252~~002 and $~~278~~96,~~842~~502, respectively, to be used to fund property improvements, consisting of road and utility work, and property taxes. The restricted cash secures a letter of credit in the same amount to ensure that the required developments were made. The Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At December 31, ~~2001~~2004, the Partnership ~~had~~owed no$60,170 ~~borrowings~~to ~~from~~ the General Partner for cash advances and deferred fees. Transactions with the General Partner and affiliates are discussed in ~~footnote~~Note 4 to the financial statements.

Recently Issued Accounting Standards

InDuring ~~August 2001~~2003, ~~The~~the ~~Financial~~Registrant ~~Accounting~~adopted ~~Standards Board (~~FASB) ~~issued~~Statement ~~SFAS No. 144~~149, ~~Accounting~~Amendment ~~for the Impairment or Disposal~~ of ~~Long-Lived Assets.~~ Statement ~~Financial~~133 ~~Accounting~~on ~~Standards~~Derivative ~~(SFAS~~Instruments ~~No. 144) addresses financial accounting~~ and ~~reporting~~Hedging ~~for~~Activities, ~~the~~FASB ~~impairment or disposal of long-lived assets. This~~ Statement ~~requires~~150, ~~that~~Accounting ~~long-lived assets be reviewed~~ for ~~impairment~~Certain ~~whenever~~Financial ~~events~~Instruments orwith ~~changes~~Characteristics ~~in circumstances indicate that the carrying amount~~ of anboth ~~asset~~Liabilities ~~may not be recoverable. Recoverability of assets to be held~~ and ~~used~~Equities, isFASB ~~measured~~Statement by132 a(revised ~~comparison~~2003), ofEmployers' ~~the~~Disclosures ~~carrying~~about ~~amount~~Pensions ofand anOther ~~asset~~Postretirement toBenefits, ~~future~~FASB ~~net~~Interpretation ~~cash~~45, ~~flows~~Guarantor's ~~expected~~Accounting toand beDisclosure ~~generated~~Requirements byfor ~~the asset. If the carrying amount of an asset exceeds its estimated future cash flows~~Guarantees, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and ~~extends~~FASB ~~that~~Interpretation ~~reporting~~46, toConsolidation ~~a component~~ of anVariable ~~entity~~Interest ~~that either has been disposed of (by sale abandonment or in a distribution to owners) or is classified as held for sale~~Entities. ~~Assets~~ toAdoption ~~be disposed~~ of ~~are reported at~~ the ~~lower~~new ofstandards ~~the~~did ~~carrying amount or fair value less selling costs. The Partnership is required to adopt SFAS No. 144 on January 1, 2002. The Partnership does~~ not ~~anticipate~~materially ~~that~~affect the ~~adoption~~Company's ofoperating ~~SFAS~~results ~~No.~~or ~~144 will have a significant impact on its~~ financial condition ~~or results of operations~~.

In December 2003, the FASB revised Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46, as revised in December 2003, changes the accounting model for consolidation from one based on consideration of control through voting interests. The decision to consolidate an entity will now also consider whether that entity has sufficient equity at risk to enable it to operate without additional financial support, whether the equity owners in that entity lack the obligation to absorb expected losses or the right to receive residual returns of the entity, or whether voting rights in the entity are not proportional to the equity interest and substantially all the entity's activities are conducted for an investor with few voting rights. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that the Registrant will consolidate or disclose information about variable interest entities. The application of this Interpretation has not had a material effect on the Registrant's financial statements.

During 2004, the FASB recently issued the following standards but the Partnership has not yet adopted the following:

FAS 123, Revised, requires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options. This will apply to awards granted or modified after the first quarter or year beginning after June 15, 2005. Compensation cost will also be recorded for prior option grants that vest after the date of adoption.

FAS 151 amends inventory pricing to require expensing costs such as idle facility expense, excess spoilage, double freight, and rehandling costs, rather than capitalizing as part of inventory. This replaces prior guidance to expense such costs only if they were "so abnormal" as to require expensing, and applies for fiscal years beginning after June 15, 2005.

FAS 152 requires real estate time-share transactions to be accounted for as nonretail land sales, and to use the additional guidance in SOP 04-2. SOP 04-2 illustrates how to apply FAS 66 to specific forms of real estate time-share transactions for fiscal years beginning after June 15, 2005.

FAS 153 modifies an exception from fair value measurement of nonmonetary exchanges. Exchanges that are not expected to result in significant changes in cash flows of the reporting entity are not measured at fair value. This supersedes the prior exemption from fair value measurement for exchanges of similar productive assets, and applies for fiscal years beginning after June 15, 2005.

SOP 03-3 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made.

The effect of these new standards on the Company's financial position and results of operations is not expected to be material upon and after adoption.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Registrant has no significant market risk exposure as defined by Item 305 of Regulation S-K of the Securities Exchange Act of 1934.

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~~Form 8-K filed on April 17, 2003 states a change in the Registrant's accounting firm. In a letter dated April 4, 2003 and received by the Registrant on April 10, 2003, KPMG LLP ("KPMG") declined to stand for re-election as independent public accountants for the Registrant.

The audit reports issued by KPMG on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2002 and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified, as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years ended December 31, 2002 and December 31, 2001, and the subsequent interim period from January 1, 2003 through April 4, 2003, there have been no disagreements between the Registrant and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter thereof in its report on the Registrant's consolidated financial statements for such periods.

During the two most recent fiscal years and through April 4, 2003, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Registrant requested KPMG to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter was filed as Exhibit 16.1 to the Current Report on Form 8-K as filed on April 17, 2003.

The Registrant has appointed Crowe Chizek and Company LLC as its new independent public accountants effective as of April 17, 2003. The selection of Crowe Chizek and Company LLC was approved by the Board of Directors of the General Partner of the Registrant on April 17, 2003. During the fiscal years ended December 31, 2002 and December 31, 2001 and through April 17, 2003, the Registrant has not consulted Crowe Chizek and Company LLC regarding any matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9(a) Controls and Procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the President and Vice President of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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 49, 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.
, age 52, serves as a director, president and sole shareholder of the corporate general partner. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. Mr. Ezell is President and 50% owner of Landmark Realty Service Corporation. He was active for the four years prior to joining Landmark in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. He is the son of W. Gerald Ezell.

Michael A. Hartley, age 42, 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.
, age 45, 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 71, 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.
Item 11. Executive Compensation

During ~~2000~~2004, 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~~General ~~partner~~Partner and special limited partners prior to the return of capital was 99:1.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters
As of February 28, 2005, 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.

As of February 28, 2002, 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, ~~2001~~2004, 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.

Item 14. Principal Accountant Fees and Services

Audit Related Fees

Our principal accountants billed us an aggregate of $15,000 and $13,000 in fees and expenses for professional services rendered in connection with the audits of our financial statements for the calendar years ended December 31, 2004 and 2003, respectively, and reviews of the financial statements included in our quarterly reports on Form 10-Q during such calendar years.

Our principal accountants did not bill us any additional fees that are not disclosed under audit fees in each of the last two calendar years for assurance and related services that are reasonably related to the performance of our audit or review of our financial statements.

Tax Fees

No tax fees were paid to our principal accountants for tax compliance, tax advice and tax planning during calendar years ended December 31, 2004 and 2003.

All Other Fees

No other fees were paid to our principal accountants during calendar years ended December 31, 2004 and 2003, for products and services other than those products and services described above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Because the Registrant's units of Limited Partnership are not traded, the General Partner acts as the audit committee. The General Partner pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
(a)	(1)	Financial Statements
	The following Consolidated Financial Statements are included herein:
		Reports of Independent Registered Public Accounting Firms
	Independent Auditors' Report		F-1
		Financial Statements:
	Financial Statements
			Consolidated Balance Sheets
	Consolidated Balance Sheets		F-2
			Consolidated Statements of Operations
	Consolidated Statements of Operations		F-3
			Consolidated Statements of Partners' Equity
	Consolidated Statements of
			Consolidated Statements of Cash Flows
	Partners' Equity		F-4
			Notes to Consolidated Financial Statements
	Consolidated Statements of Cash Flows		F-5
	(2)	Financial Statement Schedule
	Notes to Consolidated Financial Statements		F-6
			Reports of Independent Registered Public Accounting Firms
(2) Financial Statement Schedule
			Schedule III - Real Estate and Accumulated Depreciation
	Independent Auditors' Report		S-1
			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.
	Schedule III - Real Estate and Accumulated Depreciation		S-2
	(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.
		21	Subsidiaries
		31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President of 222 Partners, Inc., the General Partner of Moore's Lane Properties, Ltd. on March 30 2005.
		31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Michael A. Hartley, the Vice President of 222 Partners, Inc., the General Partner of Moore's Lane Properties, Ltd. on March 30 2005.
		32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Steven D. Ezell, the President and Michael A. Hartley, the Vice President of 222 Partners, Inc., the General Partner of Moore's Lane Properties, Ltd. on March 30 2005.
(b)	No reports on Form 8-K have been filed during the last quarter of 2004.

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
(b) No reports on Form 8-K have been filed during the last quarter of 2001.
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 27, 2002	By:/s/ Steven D. Ezell
DATE: March 30, 2005	By:/s/ Steven D. Ezell
	President and Director
DATE: March 27, 2002	By:/s/ Michael A. Hartley
DATE: March 30, 2005	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 27, 2002	By:/s/ Steven D. Ezell
DATE: March 30, 2005	By:/s/ Steven D. Ezell
	President and Director
DATE: March 27, 2002	By:/s/ Michael A. Hartley
DATE: March 30, 2005	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~~which ~~Have~~have ~~Not~~not ~~Registered~~registered ~~Securities~~securities ~~Pursuant~~pursuant to ~~Section~~section 12 of the Act:

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

~~Independent Auditors' Report~~index

Report of Independent Registered Public Accounting Firm

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, ~~2001~~2004 and ~~2000~~2003, and the related consolidated statements of operations, partners' equity, and cash flows for ~~each of~~ the years inthen ~~the three-year period~~ ended ~~December 31, 2001~~. 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 auditing standards ~~generally~~of ~~accepted~~the inPublic ~~the~~Company ~~United~~Accounting ~~States~~Oversight ofBoard ~~America~~(United States). 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, ~~2001~~2004 and ~~2000~~2003, and the results of ~~their~~its operations and ~~their~~its cash flows for ~~each of~~ the years inthen ~~the three-year period~~ ended ~~December 31~~, ~~2001,~~ in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States of America~~principles.

Crowe Chizek and Company LLC

Brentwood, Tennessee

January 28, 2005

Report of Independent Registered Public Accounting Firm

The Partners

Moore's Lane Properties, Ltd.:

We have audited the accompanying consolidated statements of operations, partners' equity, and cash flows of Moore's Lane Properties, Ltd. (a limited partnership) and subsidiary for the year ended December 31, 2002. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of Moore's Lane Properties, Ltd. and subsidiary for the year ended December 31, 2002, in conformity with U. S. generally accepted accounting principles.

KPMG LLP

Nashville, Tennessee

February, 1, ~~2002~~2003

~~F-1~~index

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Balance Sheets December 31, ~~2001~~2004 and ~~2000~~2003

Assets	2001	2000
		December 31,
Cash and cash equivalents	$220,664	$210,167
Assets		2004		2003
Restricted cash	58,252	278,842
Cash and cash equivalents	$	942	$	63,110
Land and improvements held for investment	363,395	363,395
Restricted cash		94,002		96,502
Total Assets	$642,311	$852,404
Land and improvements held for sale		122,449		122,449
Liabilities and Partners' Equity
Total assets	$	217,393	$	282,061
Liabilities:
Liabilities and Partners' Equity
Property taxes payable	$30,098	$38,407
Liabilities:
Accounts payable and accrued expenses	5,000	35,145
Property taxes payable	$	12,761	$	12,506
State taxes payable	2,037	44,600
Payable to related party		60,170		12,971
Minority interest in consolidated joint venture	100	100
Accounts payable and accrued expenses		10,500		9,125
Total liabilities	37,135	118,252
State taxes payable		0		38,753
Partners' equity:
Minority interest in consolidated joint venture		100		100
Limited partners (7,500 units outstanding)	417,502	506,565
Total liabilities		83,531		73,455
General Partners	3,737	4,137
Partners' equity:
Special limited partner	183,837	223,450
Limited partners (7,500 units outstanding)		50,967		124,964
Total partners' equity	605,076	734,152
General Partners		1,957		2,704
Commitments and contingencies
Special limited partner		80,938		80,938
Total liabilities and partner's equity	$642,311	$852,404
Total partners' equity		133,862		208,606
Total liabilities and partner's equity	$	217,393	$	282,061

See accompanying notes to consolidated financial statements.

~~F-2~~index

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Operations Years ended December 31, ~~2001~~2004, ~~2000,~~2003 and ~~1999~~2002

	2001	2000	1999
		For the years ended December 31,
Revenue		2004			2003			2002
Sales:
Sales of land and improvements	$-	~~$1,430,383~~--	~~$2,853,842~~	$	1,500,000		$	--
Cost of land and improvements sold	-	~~(209,571)~~--	~~(762,778)~~		(240,946	)		--
Selling expenses	-	~~(179,975)~~--	~~(268,296)~~		(125,064	)		--
Gain on land sale	-	~~1,040,837~~--	~~1,822,768~~		1,133,990			--
Interest	6,095	10,889	12,523
Interest income		--			183			1,068
Miscellaneous	-	5,000	1,400
Miscellaneous income		--			--			250
Total revenue	~~6,095~~	~~1,056,726~~--	~~1,836,691~~		1,134,173			1,318
Expenses
Property taxes	~~30,098~~	4912,~~965~~761	~~129,655~~		30,473			35,564
Partnership and property management fee	~~15,604~~	15,604	~~15,604~~		15,604			15,604
Legal and accounting	~~31,849~~	2633,~~042~~995	~~22,953~~		27,946			40,060
General and administrative	~~8,459~~	53,~~082~~383	~~2,663~~		6,661			3,915
Architect and engineering fees	~~7,203~~	~~2,065~~--	~~1,898~~		--			275
Land maintenance	~~39,721~~	6,~~775~~675	~~1,200~~		3,600			4,725
State taxes	~~2,237~~	~~44,600~~377	--		37,346			2,232
Interest	-	-	1,824
Interest expense		1,949			--			--
Total expenses	~~135,171~~	~~150~~74,~~133~~744	~~175,797~~		121,630			102,375
Income (loss) before minority interest	(129,076)	906,593	1,660,894
Income(Loss) before minority interest		(74,744	)		1,012,543			(101,057	)
Minority interest		~~244,893~~--	~~348,500~~		221,000			--
Net (loss) income	$~~(129,076)~~	~~$661~~(74,~~700~~744	~~$1,312,394~~)	$	791,543		$	(101,057	)
Net (loss) income allocated to:
General partner	$(400)	$-	$9,114
General Partner		(747	)		2,650			(314	)
Special limited partner	~~(39,613)~~	~~205,127~~	~~902,327~~		261,702			(31,014	)
Limited partners	~~(89,063)~~	~~456~~(73,~~573~~997	~~400,953~~)		527,191			(69,729	)
Net (loss) income per limited partner unit	$(5.28)	$60.88	$53.46
Net income(loss) per limited partner unit	$	(9.87	)	$	70.29		$	(9.30	)
Weighted average units outstanding	~~7,500~~	7,500	~~7,500~~		7,500			7,500

See accompanying notes to consolidated financial statements.

~~F-3~~index

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

Consolidated Statements of Partners' Equity

Years ended December 31, ~~2001~~2004, ~~2000,~~2003 and ~~1999~~2002

	Units	Limited Partners	~~Special Limited Partner~~	~~General~~Special Limited Partner		General Partner		Total
			Partner	Partner	Total
Balance at December 31, 2001	7,500	$417,502		$183,837		$3,737		$605,076
Balance at December 31, 1998	7,500	$1,636,539	--	$3,953	$1,640,492
Net loss		(69,729	)	(31,014	)	(314	)	(101,057	)
Net Income		400,953	902,327	9,114	1,312,394
Balance at December 31, 2002	7,500	347,773		152,823		3,423		504,019
Distributions		(1,162,500)	(517,059)	(5,223)	(1,684,782)
Cash distributions		(750,000	)	(333,587	)	(3,369	)	(1,086,956	)
Balance at December 31, 1999	7,500	874,992	385,268	7,844	1,268,104
Net income		527,191		261,702		2,650		791,543
Net income		456,573	205,127	--	661,700
Balance at December 31, 2003	7,500	124,964		80,938		2,704		208,606
Distributions		(825,000)	(366,945)	(3,707)	(1,195,652)
Net income		(73,997	)			(747	)	(74,744	)
Balance at December 31, 2000	7,500	506,565	223,450	4,137	734,152
Balance at December 31, 2004	7500	$50,967		$80,938		$1,957		$133,862
Net loss		(89,063)	(39,613)	(400)	(129,076)
Balance at December 31, 2001	7,500	$417,502	$183,837	$3,737	$605,076

See accompanying notes to consolidated financial statements.

~~F-4~~index

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Consolidated Statements of Cash Flows Years ended December 31, ~~2001~~2004, ~~2000,~~2003 and ~~1999~~2002

	2001	2000	1999
		For the years ended December 31,
Cash flows from operating activities:		2004				2003			2002
Net (loss)income	$~~(129,076)~~	~~$661~~(74,~~700~~744	~~$1,312,394~~	)	$	791,543		$	(101,057	)
Adjustments to reconcile net (loss)income cash provided by operating activities:
Adjustments to reconcile net (loss)income to net cash from Operating activities:
Decrease in restricted cash	~~220,590~~	~~201~~2,~~600~~500	~~129,062~~			(64,250	)		26,000
Cost of land and improvements sold	-	~~209,571~~	~~762,778~~			240,946			-
Cost of land improvements	-	(7,350)	(237,989)
(Decrease) increase in accounts payable and accrued expenses		1,375				5,625			(1,500	)
Impact Fees Refunded	-	-	176,583
Increase in payable to related party		47,199				191			12,780
Decrease in other assets	-	1,000	-
(Decrease) increase in property tax payable		255				(17,594	)		2
(Decrease) increase in accounts payable and accrued expenses	(30,145)	35,145	-
(Decrease) increase in state taxes payable		(38,753		)		35,997			719
(Decrease) increase in payable to related party	-	-	(126,500)
Net cash from operating activities		(62,168		)		992,458			(63,056	)
(Decrease) increase in property tax payable	(8,309)	(30,323)	(47,479)
Cash flows from financing activities - Distributions		--				(1,086,956	)		--
(Decrease) increase in state taxes payable	(42,563)	44,600	-
Net decrease in cash and cash equivalents		(62,168		)		(94,498	)		(63,056	)
Net cash provided by operating activities	10,497	1,115,943	1,968,849
Cash and cash equivalents at beginning of year		63,110				157,608			220,664
Cash flows from financing activities:
Cash and cash equivalents at end of year	$	942			$	63,110		$	157,608
Distributions	-	(1,195,652)	(1,684,782)
Supplemental disclosure of cash flow information:
Net increase (decrease) in cash and cash equivalents	10,497	(79,709)	284,067
Cash paid during the year for state taxes	$	32,250			$	1,348		$	--
Cash and cash equivalents at beginning of year	210,167	289,876	5,809
Cash paid during the year for interest		1,949				--			--
Cash and cash equivalents at end of year	$220,664	$210,167	$289,876
Supplemental Disclosures of Cash flow information:
Cash paid during the year for interest	-	-	$1,824
Cash paid during the year for state taxes	$44,600	-	-

See accompanying notes to consolidated financial statements.

~~F-5~~index

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements December 31, 2004 and 2003

(A Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2001 and 2000

Summary of Significant Accounting Policies

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, and sell 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~~Limited" partner interest. His general partner responsibilities were transferred to the remaining general partner, 222 Partners, Inc. , (General Partner). 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.

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.

Estimates ~~Management~~ The preparation of the financial statements requires management of the Partnership ~~has~~to ~~made~~make ~~certain~~a number of estimates and assumptions relating to ~~prepare~~the ~~these~~reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements inand ~~accordance~~the ~~with~~reported ~~accounting~~amounts ~~principles~~of ~~generally~~revenues ~~accepted~~and inexpenses during the ~~United~~period. ~~States~~Significant items subject to such estimates and assumptions include the carrying amount of ~~America~~land and improvements held for sale. Actual results could differ from those estimates.

Land and Improvements Held for Investment Land and improvements held for investment is recorded at cost and include approximately 7 acres at December 31, 2001 and 2000. 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 2001, 2000 and 1999 since development was substantially complete. Land improvement costs include development costs expended subsequent to the acquisition of the tract. Land and improvements held for investments are reported at the lower of the carrying amount or estimated fair value less estimated costs to sell. At December 31, 2001 and 2000, the estimated fair value was determined by recovering the future discounted cash flows using a discount rate commensurate with the risk associated with the property. 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 estimated fair value of the assets less estimated costs to sell. If impaired, a loss is provided to reduce the carrying amount of the land and improvements held for investment to the estimated fair value. Based upon management's analysis, the Partnership's land and improvements held for investment are not impaired.Cash

~~F-6~~Cash belonging to the Partnership is combined in an account with Funds from other Partnerships related to the General Partner.

~~MOORE'S~~Land ~~LANE~~and ~~PROPERTIES,~~Improvements ~~LTD.~~Held ~~AND~~for ~~SUBSIDIARY~~Sale

(ALand ~~Limited~~and ~~Partnership)~~improvements held for sale are recorded at cost and include approximately 2 acres at December 31, 2004 and 2003. 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 2004, 2003, and 2002 since development was substantially complete. Land improvement costs include development costs expended subsequent to the acquisition of the tract.

~~Notes~~Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to ~~Consolidated~~sell ~~Financial~~(Fair ~~Statements~~Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell which significantly impact the estimated Fair Value.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements December 31, ~~2001~~2004 and ~~2000~~2003

Summary of Significant Accounting Policies (continued)

~~Cash~~Revenue 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.Recognition

~~Revenue Recognition~~ Income from sales of land and improvements held for ~~investment~~sale 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 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.

Income Taxes No provision has or will be made for Federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive, from the Partnership IRS Form K-1's that provide them with their respective share of taxable income or losses, deductions, and other tax related information. Beginning in 2000, the partnership pays state taxes on earnings from Tennessee operations. The Partnership accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership's income tax expense relates to state taxes for income from continuing operations in Tennessee.

FNo provision has or will be made for federal income taxes since such taxes are the personal responsibility of the partners. Annually, the partners receive, from the Partnership IRS Form K-71's that provide them with their respective share of taxable income or losses, deductions, and other tax related information. The partnership pays state taxes on earnings from Tennessee operations.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY

(A Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2001 and 2000

Summary of Significant Accounting Policies (continued )
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:

~~Partnership~~Net ~~distributions~~profits are allocated first to any partner with a negative balance in their capital account, determined at the ~~limited~~end ~~partners~~of the taxable year as if the Partnership had distributed cash flow, in anproportion ~~amount~~to ~~equal~~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 ~~preferred~~capital ~~return~~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) ~~to the extent unpaid to date~~. Any remaining ~~distributions~~net ~~are~~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 ~~have~~equal ~~received~~their adjusted capital contribution plus an ~~amount~~unpaid ~~equal~~preferred return. Net profits are then allocated to ~~their~~the General Partner until the ratio of the General Partner's capital account balance to the capital account balances, in excess of adjusted capital contributions, and unpaid ~~thereafter~~preferred returns, ~~69%~~of toall ~~the~~ limited partners ~~and~~is 31% to ~~the~~69%. ~~general~~Thereafter, ~~partners. The~~profits ~~Special~~are ~~limited~~generally ~~partners,~~allocated ~~created~~31% ~~with~~to the ~~sale~~General ofPartner W.and ~~Gerald~~69% ~~Ezell's~~to ~~general~~the ~~partnership~~limited ~~interest~~partners. inNet ~~1997,~~losses are allocated ~~income,~~69% ~~losses~~to ~~and~~the ~~distributions~~limited ~~previously~~partners ~~allocated~~and 31% to the ~~general~~General ~~partner~~Partner.

~~Comprehensive~~Partnership ~~Income~~distributions ~~Comprehensive~~are ~~income~~allocated isto ~~defined as~~ the ~~change~~limited partners in ~~equity~~an ofamount aequal ~~business~~to ~~enterprise,~~their ~~during~~preferred areturn ~~period,~~(12% ~~associated~~annual ~~with~~cumulative ~~transactions~~return ~~and~~on ~~other~~capital ~~events~~contributed) ~~and~~to ~~circumstances~~the ~~from~~extent ~~non-owner~~unpaid ~~sources~~to date. It ~~includes~~Any ~~all~~remaining ~~changes~~distributions inare ~~equity~~allocated ~~during~~99% ato ~~period~~the ~~except~~limited ~~those~~partners ~~resulting from investments by owners~~ and ~~distributions~~1% to ~~owners. During~~ the ~~years~~General ~~ended~~Partner ~~December~~until ~~31,~~the ~~2001,~~limited ~~2000,~~partners ~~and~~have ~~1999,~~received ~~the~~an ~~Partnership~~amount ~~had~~equal noto ~~components~~their ofadjusted ~~other~~capital ~~comprehensive~~contributions, ~~component~~and ~~of (loss) income. Accordingly~~thereafter, ~~comprehensive~~69% ~~income~~to ~~for~~the ~~each~~limited ofpartners ~~the~~and ~~years~~31% ~~was~~to the ~~same~~General ~~as net (loss) income~~Partner.

~~Recently~~Comprehensive Issued Accounting Standards In August 2001, the Financial Accounting Standards Board issued Statement of Accounting Standard Number 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144). Statement Financial Accounting Standards addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale abandonment or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less selling costs. The Partnership is required to adopt SFAS No. 144 on January 1, 2002. The Partnership does not anticipate that the adoption of SFAS No. 144 will have a significant impact on its financial condition or results of operations.Income

FComprehensive 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-8owner 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, 2004, 2003, and 2002, the Partnership had no components of other comprehensive (loss) income. Accordingly, other comprehensive (loss) income for each of the years was the same as net (loss) income.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY (A Limited Partnership) Notes to Consolidated Financial Statements December 31, 2004 and 2003

(ASummary ~~Limited~~of ~~Partnership~~Significant Accounting Policies (continued)

~~Notes~~Recently toIssued ~~Consolidated~~Accounting ~~Financial Statements~~Standards

~~December~~During 312003, ~~2001~~the Partnership adopted FASB Statement 149, Amendment of Statement 133 on Derivative Instruments and ~~2000~~Hedging Activities, FASB Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, FASB Statement 132 (revised 2004), Employers' Disclosures about Pensions and Other Postretirement Benefits, FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, and FASB Interpretation 46, Consolidation of Variable Interest Entities. Adoption of the new standards did not materially affect the Company's operating results or financial condition.

~~Restricted~~In ~~Cash At~~ December 312003, ~~2001~~the ~~and~~FASB ~~2000~~revised Interpretation No. 46, ~~the~~Consolidation ~~Partnership~~of ~~has~~Variable ~~restricted~~Interest ~~cash~~Entities, ~~balances~~an interpretation of ~~$58,252~~ARB ~~and~~No. ~~$278~~51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. Interpretation 46,~~842,~~ ~~respectively~~as revised in December 2003, changes the accounting model for consolidation from one based on consideration of control through voting interests. The decision to beconsolidate ~~used~~an entity will now also consider whether that entity has sufficient equity at risk to ~~fund~~enable ~~property~~it ~~improvements~~to operate without additional financial support, ~~consisting~~whether the equity owners in that entity lack the obligation to absorb expected losses or the right to receive residual returns of ~~road~~the entity, or whether voting rights in the entity are not proportional to the equity interest and ~~utility~~substantially ~~work~~all the entity's activities are conducted for an investor with few voting rights. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and ~~property~~to ~~taxes~~variable interests in variable interest entities obtained after January 31, 2003. The ~~restricted~~Interpretation ~~cash~~requires ~~secures~~certain adisclosures ~~letter~~in offinancial ~~credit~~statements inissued ~~the~~after ~~same~~January ~~amount~~31, to2003 ~~ensure~~if it is reasonably possible that the ~~required~~Registrant ~~developments~~will ~~are~~consolidate ~~made~~or disclose information about variable interest entities. The application of this Interpretation has not had a material effect on the Registrant's financial statements.

~~Moore's~~During ~~Lane Venture Associates On May 29~~2004, ~~1986, Moore's Lane Venture Associates (~~the ~~Joint~~FASB ~~Venture)~~recently ~~was~~issued ~~formed with~~ the ~~Partnership~~following ~~and~~standards ~~Southeast~~but ~~Venture Companies (Southeast) as joint venturers. On March 4, 1987,~~ the Partnership ~~contributed~~has ~~its~~not ~~land~~yet ~~held~~adopted ~~for investment to~~ the Joint Venture. The contribution of land was accounted for at book value. Southeast contributes 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.following:

~~Related~~FAS ~~Party~~123, ~~Transactions Affiliates~~Revised, ofrequires all public companies to record compensation cost for stock options provided to employees in return for employee service. The cost is measured at the ~~General~~fair ~~Partner~~value ~~receive~~of ~~fees~~the options when granted, and ~~commissions~~this ascost ~~consideration~~is ~~for~~expensed ~~performing~~over ~~certain~~the ~~services~~employee service period, which is normally the vesting period of the options. ~~Expenses~~ ~~incurred~~This ~~for~~will ~~these~~apply ~~services~~to ~~during~~awards ~~2001,~~granted ~~2000~~or modified after the first quarter or year beginning after June 15, ~~and~~2005. ~~1999~~Compensation ~~are~~cost aswill ~~follows:~~also be recorded for prior option grants that vest after the date of adoption.

	2001	2000	1999
Sales Commission paid to minority interest holder	$-	$69,023	$109,824
Development fees (Selling expense)	-	33,608	57,102
Accounting fees	14,500	13,245	3,150
Partnership and property management fee	15,604	15,604	15,604

~~Land~~FAS ~~and~~152 ~~Improvements~~requires ~~Held~~real ~~for~~estate ~~Investment The~~time-share ~~components~~transactions ofto ~~land~~be ~~and~~accounted ~~improvements held~~ for ~~investment~~as atnonretail ~~December~~land 31sales, ~~2001~~ and ~~2000~~to ~~are~~use ~~$134,476~~the ~~for~~additional ~~land~~guidance ~~and~~in ~~carrying~~SOP ~~costs,~~04-2. ~~and~~SOP ~~$228,919~~04-2 ~~for~~illustrates ~~land~~how ~~improvements. Aggregate~~to ~~cost~~apply ~~for~~FAS ~~Federal~~66 ~~income~~to ~~tax~~specific ~~purposes~~forms ~~for~~of ~~this~~real ~~property~~estate ~~was~~time-share $transactions ~~363,395~~for atfiscal ~~December~~years ~~31,~~beginning ~~2001~~after ~~and~~June ~~2000~~15, 2005.

~~Distributions No~~FAS ~~distributions~~153 ~~were~~modifies ~~made~~an ~~for~~exception ~~the~~from ~~year~~fair ~~ended~~value ~~December~~measurement ~~31,~~of ~~2001~~nonmonetary exchanges. ~~For~~ ~~the~~Exchanges ~~years~~that ~~ended~~are ~~December~~not ~~31,~~expected ~~2000,~~to ~~and~~result ~~1999,~~in ~~the~~significant ~~Partnership~~changes ~~made~~in ~~distributions~~cash flows of ~~$1,195,652,~~the ~~and~~reporting ~~$1,684,782,~~entity ~~respectively.~~are Ofnot ~~these~~measured ~~amounts,~~at ~~$825,000,~~fair ~~and~~value. ~~$1,162,500~~This ~~($110,~~supersedes ~~and $155 per unit), respectively, were allocated to~~ the ~~limited~~prior ~~partners,~~exemption ~~$366,945,~~from ~~and~~fair ~~$517,059,~~value ~~respectively,~~measurement ~~were~~for ~~allocated~~exchanges toof ~~the~~similar ~~Special~~productive ~~limited partner~~assets, and ~~$3,707,~~applies ~~and~~for ~~$5,223~~fiscal ~~were~~years ~~allocated~~beginning toafter ~~the~~June ~~General~~15, ~~Partners~~2005.

FSOP 03-93 requires that a valuation allowance for loans acquired in a transfer, including in a business combination, reflect only losses incurred after acquisition and should not be recorded at acquisition. It applies to any loan acquired in a transfer that showed evidence of credit quality deterioration since it was made.

~~Independent~~The ~~Auditors~~effect of these new standards on the Company's ~~Report~~financial position and results of operations is not expected to be material upon and after adoption.

MOORE'S LANE PROPERTIES, LTD. AND SUBSIDIARY
(A Limited Partnership)
Notes to Consolidated Financial Statements
December 31, 2004 and 2003

Restricted Cash

At December 31, 2004 and 2003, the Partnership has restricted cash balances of and $94,002 and $96,502, respectively, to be used to fund property improvements, consisting of road and utility work, and property taxes. The restricted cash secures a letter of credit in the same amount to ensure that the required developments are made.

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 sale to the Joint Venture. The contribution of land was accounted for at book value.

Southeast contributes 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.

Related Party Transactions

Affiliates of the General Partner receive fees and commissions as consideration for performing certain services. Expenses incurred for these services during 2004, 2003, and 2002 are as follows:

	2004	2003	2002
Sales commission paid to minority interest holder	$--	$45,000	$-
Development fees (Selling expense)	--	30,000	-
Commission paid to affiliate	--	45,000	-
Accounting fees	14,995	14,471	14,030
Partnership and property management fee	15,604	15,604	15,604

Land and Improvements Held for Sale

The components of land and improvements held for sale at December 31, 2004 and 2003 was $122,449. The aggregate cost for federal income tax purposes of land and improvements held for sale was $131,814 at December 31, 2004 and 2003.

Distributions

No distributions were made for the years ended December 31, 2004 or 2002. On July 16, 2003, the Partnership distributed $750,000 ($100 per unit) to the limited partners, $ 3,369 to the general partner and $ 333,587 to the special limited partners from the sale proceeds.

index

Report of Independent Registered Public Accounting Firm

The Partners

Moore's Lane Properties, Ltd.:

~~Under~~Our ~~date~~report ofon ~~February~~our 1,audits ~~2002,~~of wethe ~~reported~~2004 onand ~~the~~2003 ~~consolidated~~basic ~~balance~~financial ~~sheets~~statements of Moore's Lane Properties, Ltd. ~~and~~appears ~~subsidiary~~elsewhere asherein. The audits were conducted for the purpose of ~~December~~forming ~~31,~~an ~~2001~~opinion ~~and~~on ~~2000,~~the 2004 and ~~the~~2003 ~~related~~basic ~~consolidated~~financial statements oftaken ~~operations,~~as ~~partners'~~a ~~equity,~~whole. ~~and~~The ~~cash~~2004 ~~flows~~Schedule ~~for~~III, ~~each~~Real ofEstate ~~the~~and ~~years~~Accumulated inDepreciation ~~the~~is ~~three-year~~presented ~~period~~for ~~ended~~purposes ~~December~~of ~~31,~~additional ~~2001. The~~analysis ~~consolidated~~and ~~financial~~is ~~statements~~not ~~and~~a ~~our~~required ~~report~~part ~~thereon~~of ~~are~~the ~~included~~basic ~~elsewhere~~financial ~~herein~~statements. In ~~connection~~The ~~with~~2004 ~~our~~and ~~audits~~2003 ofinformation ~~the~~has ~~aforementioned~~been ~~consolidated~~subjected ~~financial~~to ~~statements,~~the weauditing ~~have~~procedures ~~also~~applied ~~audited~~in the ~~related~~audits ~~financial~~of ~~statement~~the ~~Schedule~~basic ~~III,~~2004 ~~Real~~and ~~Estate~~2003 financial statements and, ~~Accumulated~~in ~~Depreciation. This~~our ~~financial~~opinion, ~~statement~~such ~~schedule~~information is ~~the~~fairly ~~responsibility~~stated ofin ~~the~~all ~~Partnership's~~material ~~management. Our~~respects ~~responsibility~~in isrelation to ~~express~~the an2004 ~~opinion~~and on2003 ~~this~~basic financial ~~statement~~statements ~~schedule~~taken ~~based~~as ona ~~our audits~~whole.

In Crowe ~~our~~Chizek ~~opinion,~~and ~~such~~Company ~~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.~~LLC

Brentwood, Tennessee

January 28, 2005

Report of Independent Registered Public Accounting Firm

The Partners

Moore's Lane Properties, Ltd.:

Under date of February 1, 2003, we reported on the consolidated statements of operations, partners' equity, and cash flows of Moore's Lane Properties, Ltd. and subsidiary for the year ended December 31, 2002. The consolidated financial statements and our report thereon are included elsewhere herein. In connection with our audit of the aforementioned consolidated financial statements, we have also audited the 2002 information in the related financial statement Schedule III, Real Estate and Accumulated Depreciation. 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 audit.

In our opinion, such 2002 information in the financial statement schedule, when considered in relation to the 2002 basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Nashville, Tennessee

February 1, ~~2002~~2003

~~S-1~~index

MOORE'S LANE PROPERTIES, LTD. and Subsidiary

(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

December 31, ~~2001~~2004

		Initial Cost to Partnership		Cost capitalized subsequent to acquisition		Gross amount at which carried at close of period
Description	Encumbrances	Land	Buildings and improvements	Improvements	Carrying costs	Land	Buildings and improvements	Total	Accumulated depreciation	Date of construction	Date acquired
7 acres in Williamson county, Tennessee	None	$76,627	--	228,919	57,849	363,395	--	$363,395	--	--	12/11/1985
2 acres in Williamson county, Tennessee	None	$25,820	--	77,135	19,494	122,449	--	$122,449	--	--	12/11/1985

~~S-2~~See accompanying reports of independent registered public accounting firms.

MOORE'S LANE PROPERTIES, LTD. and Subsidiary

(A Limited Partnership)

Schedule III

Real Estate and Accumulated Depreciation

December 31, ~~2001~~2004, 2003 and ~~2000~~2002

(Continued)

		2001			2000			1999
	2004	2003	2002
(1) Balance at beginning of Period	$122,449	$363,395	$363,395			~~$565,616~~			~~$1,266,988~~
Additions during period:
Improvements	--	--	--	~~7,350~~			~~237,989~~
Deductions during period:
Cost of land and improvements sold	--	(240,946)	--	~~209,571~~			~~762,778~~
Impact fees refunded	--			--			176,583
Balance at close of period	$122,449	$122,449	$363,395
Balance at close of period		$363,395			$363,395			565,616
(2) Aggregate cost for federal income tax purposes	$131,814	$131,814	$363,395
(2) Aggregate cost for Federal income tax purposes			$363,395			$363,395			$594,299

See accompanying reports of independent ~~auditors'~~registered ~~report~~public accounting firms.

~~S-2~~index

~~Exhibits~~Exhibit ~~filed~~21. ~~pursuant to Item 14 (a) (3):~~Subsidiaries

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

Exhibit 22. Subsidiaries

MOORE'S LANE PROPERTIES, LTD.

(A Tennessee Limited Partnership)

MOORE'S LANE VENTURE ASSOCIATES

A Tennessee Joint Venture

~~4400~~3310 ~~Harding~~West ~~Road~~End Avenue, Suite ~~500~~490

Nashville, TN ~~37205~~37203

EIN 62-1310146

Exhibit 31.1

index

CERTIFICATION

I, Steven D. Ezell, certify that:

1. I have reviewed this annual report on Form 10-K of Moore's Lane Properties, Ltd.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure and control procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

	MOORE'S LANE PROPERTIES, LTD.
	By: 222 Partners, Inc.
		General Partner
DATE: March 30, 2005		By:/s/ Steven D. Ezell
			President and Director

Exhibit 31.2

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CERTIFICATION

I, Michael A Hartley, certify that:

1. I have reviewed this annual report on Form 10-K of Moore's Lane Properties, Ltd.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors:

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. .

	MOORE'S LANE PROPERTIES, LTD.
	By: 222 Partners, Inc.
		General Partner
DATE: March 30, 2005		By:/s/ Michael A. Hartley
			Vice President and Director

index

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

To my knowledge, this Report on Form 10-K for the year ended December 31, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Moore's Lane Properties, Ltd.

	MOORE'S LANE PROPERTIES, LTD.
		By:	222 PARTNERS, INC.
			General Partner
Date: March 30, 2005			By:	/s/ Steven D. Ezell
				President and Director
Date: March 30, 2005			By:	/s/ Michael A. Hartley
				Vice President and Director

(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

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