In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS 144 superseded Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of (SFAS 121), and APB Opinion No.30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001, with early adoption permitted, and in general are to be applied prospectively.

The Partnership adopted this standard on January 1, 2002. The adoption had no impact on its results of operations and financial position.

Overall, the four Properties had a combined average occupancy of 91% as of December 2002; 93% as of December 2001; and 95% as of December 2000. The average collected monthly rent as of December 2002 (not a weighted average) was approximately $455 per home-site verses $443 as of December 2001 and $429 as of December 2000.

The table below summarizes gross revenues and net operating income for the Partnership and Properties during 2002, 2001 and 2000.

Gross revenues increased $737,823 or 7% to $10,797,708 in 2002, compared to $10,059,885 in 2001. The increase was primarily the result of higher income from home sales and rent increases. Rental Income increased $109,000 Due to higher site rent, which more than offset lower occupancy. Home Sale Income increased by $626,000 due to aggressive sales and marketing campaigns.

The Partnership's operating expenses increased, from $9,138,331 in 2001, to $9,793,992 in 2002 or 7% due to higher property taxes, higher home sale expense and increased administrative costs. Administrative expenses and property taxes increased slightly, but a significant drop in property operations expense offset those increases. Home sales expense increased due to higher sales volumes.

As a result of the foregoing factors, net income increased from $921,554 in 2001 to $1,003,716 in 2002, a 9% increase, as the larger revenue base increased at the same rate as the lower expense base, resulting in higher net income.

Gross revenues increased $56,334, or 0.5%, to $10,059,885 in 2001, compared to $10,003,551 in 2000. The increase was primarily the result of the increase site rental.

The Partnership's operating expenses increased $274,914 from $8,863,417 in 2000 to $9,138,331 in 2001, due to an increase in taxes, home sale expense and home utilities.

As a result of the foregoing factors, net income decreased from $1,140,134 in 2000 to $921,554 in 2001, a 19% decrease as flat revenues could not compensate for the 3% increase in expenses.

The General Partner believes it is important to disclose certain recent events to the Limited Partners along with a description of the actions taken by the General Partner to respond to the events.

During 2002, two prominent publicly traded companies in the manufactured housing industry filed for protection under Chapter 11 (reorganization) of the Federal Bankruptcy Code. The two companies were Oakwood Homes (NYSE: OH), a fully integrated manufacturer, retailer and retail financier of manufactured homes, and Conseco Finance Corporation, a company that provided retail financing for manufactured homes. The companies filed for bankruptcy protection due to declining retail sales for manufactured homes and increased default rates on chattel mortgage loans for manufactured homes. The increase in foreclosures has created a surplus of pre-owned homes for sale which contributed to reduced sales of new homes, for the industry as a whole. The Partnership was able to increase home sales nonetheless by selling new and pre-owned homes.

In response to these industry conditions, the General Partner has increased the retail sales activity at the Properties owned by the Partnership. This includes purchasing a limited amount of homes in inventory for retail sale, along with increased advertising for home sales. In addition, the Partnership has engaged in a very limited amount of retail financing of manufactured homes, in order to facilitate sales. The maximum term of the retail contracts is 10 years, significantly less than is generally available from retail lenders. This shorter amortization creates a faster return of principal and thereby reduces the risk of loss. The total amount of retail loans at this time is also not material relative to the total assets and revenues of the Partnership. The General Partner believes that this retail sales and finance activity is an important part of increasing occupancy and thereby rental income. To date, the delinquency and default rates of the retail loans have been minimal. However, the General Partner will continue to monitor the portfolio and adjust its underwriting criteria accordingly.

The Partnership is exposed to interest rate risk primarily through its borrowing activities. There is inherent roll over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership's future financing requirements.

Note Payable: At December 31, 2002 the Partnership had a note payable outstanding in the amount of $31,939,585. Interest on this note is at a fixed annual rate of 8.24% through June 2007.

Line-of-Credit: At December 31, 2002 the Partnership owed $195,755 pursuant to its line-of-credit agreement, whereby interest is charged at a variable rate of 1.80% in excess of LIBOR which as of December 31, 2002 totaled 3.63%.

A 10% adverse change in interest rates on the portion of the Partnership's debt bearing interest at variable rates would result in an increase in interest expense of less than $10,000.

The Partnership does not enter into financial instruments transactions for trading or other speculative purposes or to manage its interest rate exposure.

The Partnership's financial statements for the fiscal years ended December 31, 2002, 2001 and 2000, and supplementary data are filed with this Report under Item 14.

There have been no changes in the Partnership's independent public accountants nor have there been any disagreements during the past two fiscal years.

The Partnership, as an entity, does not have any officers or directors. The General Partner of the Partnership is P.I. Associates Limited Partnership. P.I. Associates is a Michigan limited partnership. From November 1985 until March 19, 1997, Paul M. Zlotoff served as the sole general partner of P.I. Associates. In order to address concerns raised by the lender in connection with the Financing, on March 19, 1997, GP P.I. Associates Corp. was admitted as a corporate General Partner of the P.I. Associates. GP P.I. Associates Corp. is wholly owned by Paul M. Zlotoff. Under the amended partnership agreement of P.I. Associates, all actions taken by P.I. Associates must be approved by both general partners.

Information concerning Mr. Zlotoff's age and principal occupations during the last five years or more is as follows:

Arthur Weiss, 53 has been practicing law at Jaffe, Raitt, Heuer & Weiss, Professional Corporation ("JRH&W"), which has represented the company in various matters since 1976. Mr. Weiss is currently a shareholder, director and vice president of JRH&W.

Arthur Weiss is an Independent Director, meaning that he has not been, at any time, in the five years preceding his appointment: (a) a stockholder, director, officer, employee, or partner of GP P.I. Associates Corp., P.I. Associates, or the Partnership; (b) a customer, supplier, or other person who derives more than 10% of its purchases or revenues from its activities with GP P.I. Associates Corp., P.I. Associates, or the Partnership; (c) a person or other entity controlling or under common control with any such stockholder, partner, customer, supplier or other person referenced in subparagraph (a) or (b) above; or (d) a member of the immediate family of any such stockholder, director, officer employee, partner, customer, supplier or other person referenced in subparagraph (a) or (b) above.

Paul M. Zlotoff and Roger Zlotoff are brothers.

Under the Articles of Incorporation of GP P.I. Associates Corp., until such time as the notes payable to the lender in connection with the Financing have been discharged and the liens have been released from the Properties, certain major corporate actions may be taken only with the unanimous vote of the directors of GP P.I. Associates Corp. These actions include:

a) Filing or consenting to the filing of any bankruptcy, insolvency or reorganization case or proceeding, instituting any proceedings under any applicable insolvency law or otherwise seeking relief under any laws relating to the relief from debts or the protection of debtors generally;

b) Seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for GP P.I. Associates Corp., P.I. Associates, or the Partnership or a substantial portion of any of their properties;

c) Making any assignment for the benefit of the creditors of GP P.I. Associates Corp., P.I. Associates, or the Partnership; or

d) Taking any action in furtherance of the foregoing subparagraphs (a) through (c).

The Partnership has no executive officers and therefore, no officers received a salary or remuneration exceeding $100,000 during the last fiscal year. The General Partner of the Partnership and an affiliate, Uniprop, Inc., received certain compensation and fees during the fiscal year in the amounts described in Item 13. The Partnership anticipates that it will provide similar compensation to the General Partner and Uniprop, Inc. during the next fiscal year.

The Partnership is a limited partnership formed pursuant to the Michigan Uniform Limited Partnership Act, as amended. The General Partner, P.I. Associates Limited Partnership, is vested with full authority as to the general management and supervision of the business and other affairs of the Partnership, subject to certain constraints in the partnership agreement and consulting agreement. Limited Partners have no right to participate in the management of the Partnership and have limited voting privileges only on certain matters of fundamental significance. To the Partnership's knowledge, no person owns of record or beneficially, more than five percent of the Partnership's Units.

The following discussion describes all of the types of compensation, fees or other distributions paid by the Partnership or others to the General Partner or its affiliates from the operations of the Partnership during the last fiscal year, as well as certain of such items which may be payable during the next fiscal year. Certain of the following arrangements for compensation and fees were not determined by arm's length negotiations between the General Partner, its affiliates and the Partnership.

Paul M. Zlotoff has an interest in the successors to the sellers of all the Properties acquired by the Partnership and may be entitled to share in a Contingent Purchase Price with respect to each Property, when and if the successors to the sellers become entitled thereto. Each of the sellers has been dissolved and liquidated and their interests in the Contingent Purchase Price have been assigned to certain partners of the General Partner. The Contingent Purchase Price for each Property was determined by reference to the average of two independent real estate appraisals that were obtained by the General Partner. Such appraisals are only estimates of value and are not necessarily indicative of the actual real estate value. Each seller becomes entitled to any unpaid Contingent Purchase Price upon the sale, financing or other disposition of one or more Properties, but, only after the receipt by each Limited Partner of any shortfall in his 9% cumulative preferred return plus the return of his adjusted capital contribution. Because the Financing resulted in a complete return of the Limited Partners' capital contributions, and because the Limited Partners have received their cumulative preferred return in full, the successors to the sellers did receive $1,500,000 in partial payment of the Contingent Purchase Price on or about May 15, 1997. The maximum amounts which could be payable to the successors to the sellers are as follows: Aztec Estates, $1,374,323; Kings Manor, $529,724; Old Dutch Farms, $452,359; and Park of the Four Seasons, $1,113,594. The partial payment made for each property was as follows: Aztec Estates, $594,088; Kings Manor, $228,987; Old Dutch Farms, $195,544; and Park of the 4 Seasons, $481,381. The maximum amounts remaining which could be payable to the successors of the sellers are as follows: Aztec Estates, $780,235; Kings Manor, $300,737; Old Dutch Farms, $256,815; and Park of the Four Seasons, $632,213. The actual amounts to be received, if any, will depend upon the results of the Partnership's operations and the amounts received upon the sale, financing or other disposition of the Properties and are not determinable at this time.

The Partnership paid and will continue to pay an Incentive Management Interest to the General Partner for managing the Partnership's affairs, including: determining distributions, negotiating agreements, selling or financing properties, preparing records and reports, and performing other ongoing Partnership responsibilities. As a result of the Financing and full return of the $30,000,000 original capital contributions of the Limited Partners, no further Preferred Return or Cumulative Return will apply, and the payment of the Incentive Management Interest will not be contingent on the satisfaction of those returns. The Incentive Management Interest is discretionary and is based on 20% of the net cash from operations (cash revenues less cash operating expenses and specified reserves) in any taxable year. For the year ended December 31, 2002, the General Partner had received a distribution of $90,000. The actual amount to be received in future years will depend upon the results of the Partnership's operations and is not determinable at this time. Because the Limited Partners have received the return of their adjusted capital contributions, the General Partner also has a right to receive 20% of any sale or financing proceeds.

The General Partner is also entitled to a quarterly Partnership Management Distribution equal to one-fourth of 1% of the most recent appraised value of the Properties of the Partnership. The Partnership Management Distribution for each quarter is paid in arrears, 45 days after the end of each fiscal quarter. The Partnership Management Distribution was proposed by the General Partner and approved by the Limited Partners to compensate, in part, for the substantial reduction in the amounts expected to be paid to the General Partner pursuant to the Incentive Management Interest following the Financing. Based on the Properties' March 2002 aggregate appraised value of $58,700,000, the Partnership Management Distribution due to the General Partner was $587,000. The Partnership Management Distribution paid to the General Partner during 2002 was $588,000, a portion of which was calculated on the 2001 aggregate appraised value of $59,100,000. As of December 31, 2002, the Partnership Management Distribution due the General Partner totaled $147,750. This amount was paid to the General Partner on February 15, 2003 from cash reserves. Based on the Properties' March 2003 aggregate appraised value of $60,350,000, the Partnership Management Distribution due the General Partner for the Partnership's 2003, fiscal year will be $603,500 (60,350,000 x 1.0% = $603,500).

Uniprop, Inc., an affiliate of the General Partner, received and will receive property management fees for each Property managed by it. Uniprop, Inc. is primarily responsible for the day?to?day management of the Properties and for the payment of the costs of operating each Property out of the rental income collected. The property management fees are equal to the lesser of 5% of the annual gross receipts from the Properties managed by Uniprop, Inc., or the amount which would be payable to an unaffiliated third party for comparable services. During the last fiscal year, Uniprop, Inc. received the property management fees totaling $449,867. In addition, certain employees of the Partnership are also employees of affiliates of the General Partner. During the last fiscal year, these employees received an aggregate of $96,429 for performing partnership management, data processing and investor relations' services for the Partnership. The actual amounts to be received during the next fiscal year will depend upon the results of the Partnership's operations and are not determinable at this time.

Evaluation of Disclosure Controls and Procedures
The President, Director, Chief Financial Officer, and Controller of Uniprop, Inc. have reviewed and evaluated the effectiveness of our disclosure controls and procedures ( as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c) within 90 days before the filing of this annual report. Based on that evaluation, we have concluded that our current disclosure controls and procedures are effective and timely, providing them with material information relating to that required to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls
There have not been any significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. We are not aware of any significant deficiencies or material weaknesses, therefore no corrective actions were taken.

The Partnership did not file any Forms 8-K during the fourth quarter of 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul M Zlotoff, certify that:

1.	I have reviewed this annual report on Form 10-K of Uniprop Manufactured 
Housing Income Fund;

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 the annual 
report;

3.	Based on my knowledge, the financial statements, and other financial 
information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material 
information relating to the registrant, including its consolidated subsidiaries, 
is made known to us by others within those entities, particularly during the 
period in which this annual report  is being prepared;
b)	evaluated the effectiveness of the registrant's disclosure controls and 
procedures as of a date within 90 days prior to the filing date of this annual 
report (the "Evaluation Date"); and
c)	presented in this annual report our conclusions about the effectiveness 
of the of the disclosure controls and procedures based on our evaluation as of 
the Evaluation Date;

5.	The registrant's other certifying officers and I have disclosed, based 
on our most recent    evaluation, to the registrant's auditors and the audit 
committee of registrant's board of directors (or persons performing the 
equivalent function):
                 
a)	all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weaknesses in internal controls; 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; 
and

6.	The Registrant's other certifying officers and I have indicated in this 
annual report whether or not there were significant changes in internal controls 
or in other factors that could significantly affect internal controls subsequent 
to the date of our most recent evaluation, including any corrective actions with 
regard to significant  deficiencies and material weaknesses.

Date: March 24, 2003                  Signature: /s/ Paul M. Zlotoff

                                 Paul M. Zlotoff, Principal Executive Officer
                                 President & Director of GP P.I. Associates Corp.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gloria A. Koster, certify that:

1. I have reviewed this annual report on Form 10-K of Uniprop Manufactured 
Housing Income Fund;

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 the annual 
report;

3.	Based on my knowledge, the financial statements, and other financial 
information included in this annual 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 annual 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-14 and 15d-14) for the registrant and we have:

a.	designed such disclosure controls and procedures to ensure that material 
information relating to the registrant, including its consolidated subsidiaries, 
is made known to us by others within those entities, particularly during the 
period in which this annual report  is being prepared;
b.	evaluated the effectiveness of the registrant's disclosure controls and 
procedures as of a date within 90 days prior to the filing date of this annual 
report (the "Evaluation Date"); and
c.	presented in this annual report our conclusions about the effectiveness 
of the of the disclosure controls and procedures based on our evaluation as the 
Evaluation Date.

5.	The registrant's other certifying officers and I have disclosed, based 
on our most recent evaluation, to the registrant's auditors and the audit 
committee of registrant's board of directors (or persons performing the 
equivalent function):
                 
a.	all significant deficiencies in the design or operation of internal 
controls which could adversely affect the registrant's ability to record, 
process, summarize and report financial data and have identified for the 
registrant's auditors any material weaknesses in internal controls; 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; 
and

6.	The Registrant's other certifying officers and I have indicated 
in this 
annual report whether or not there were significant changes in internal controls 
or in other factors that could significantly affect internal controls subsequent 
to the date of our most recent evaluation, including any corrective actions with 
regard to significant  deficiencies and material weaknesses.

Date: March 24, 2003               Signature: /s/ Gloria A. Koster
                                   Gloria A. Koster, Chief Financial Officer

Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 
906 OF THE SARBANES OXLET ACT OF 20002


In connection with the Annual Report of Uniprop Manufactured Housing Communities 
Income Fund (the "Company") on Form 10-K for the year ending December 31, 2002 
as filed with the Securities and Exchange Commission on the date hereof (the 
"Report"), I Paul M. Zlotoff, Principal Executive Officer of the Company, 
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 
of the Sarbanes-Oxley Act of 2002 that:

1.	The Report fully complies with the requirements of Section 13(a) or 
15(d) of the Securities Act of 1934; and

2.	The information contained in the Report fairly presents, in all material 
respect, the financial condition and results of operations of the Company.


/s/ Paul M. Zlotoff
Principal Executive Officer,
President & Director of GP P.I. Associates Corp.

March 24, 2003
 

Exhibit 99.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 
906 OF THE SARBANES OXLET ACT OF 20002

In connection with the Annual Report of Uniprop Manufactured Housing Communities 
Income Fund (the "Company") on Form 10-K for the year ending December 31, 2002 
as filed with the Securities and Exchange Commission on the date hereof (the 
"Report"), I Gloria A. Koster, Chief Financial Officer of the Company, certify, 
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002 that:

3.	The Report fully complies with the requirements of Section 13(a) or 
15(d) of the Securities Act of 1934; and

4.	The information contained in the Report fairly presents, in all material 
respect, the financial condition and results of operations of the Company.


/s/ Gloria A. Koster
Chief Financial Officer,

March 24, 2003
 

To the Partners
Uniprop Manufactured Housing
Communities Income Fund
(a Michigan limited partnership)

We have audited the accompanying balance sheets of Uniprop Manufactured Housing Communities Income Fund (a Michigan limited partnership), as of December 31, 2002 and 2001, and the related statements of income, partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2002. We have also audited the schedule listed under Item 14 of Form 10-K. These financial statements and the schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and the schedule. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Uniprop Manufactured Housing Communities Income Fund at December 31, 2002 and 2001 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the schedule listed under Item 14 of Form 10-K presents fairly, in all material respects, the information set forth therein.

February 7, 2003

EXHIBIT 28

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
2003 PROPERTY APPRAISALS

Cushman & Wakefield recently completed market value appraisals of UMHCIF's four properties as of March 2003. The table below sets forth certain appraisal information for each property, as well as relevant comparisons:

                                    March 03            March 02           
Variance

Property                          Appraisals            Appraisals         in %

 

Aztec Estates, FL                 $19,850,000          $19,800,000         0.25%

Kings Manor, FL                    12,300,000           11,400,000         7.89%

Old Dutch Farms, MI                 9,550,000           10,000,000        
(4.50%)

Park of Four Seasons, MN           18,650,000           17,500,000         6.57%

 

GRAND TOTAL:                      $60,350,000           $58,700,000        2.81%

2003 ESTIMATED NET ASSET VALUE OF UNITS

Based on the March 2003 appraisal of the Partnership's properties, the General Partner has calculated the estimated net asset value of each unit, based on the following assumptions:

• Sale of the Properties in March 2003 for their appraised value.
• Costs and selling expenses are 3.0% of the sale price.
• Amount payable to creditors other than the mortgage debt, is negligible.
• Tax consequences of a sale are not taken into consideration.

Calculations:

March 2003 appraised value of the properties:                  $60,350,000

 
Minus:  Costs and selling expenses (3.0%):                       1,810,500

Mortgage Debt:                                                  31,939,585

Sellers' Contingent Purchase Price:                              1,970,000 * 

 
Net Sale Proceeds:                                             $24,629,915

 
Limited Partners' Share of Net Sales Proceeds (80.0%)           $19,703,932

 
Estimated Current Net Asset Value per Unit:                         $656.80 

 

* Reflects the $1,500,000 partial payment of Contingent Purchase Price 

   which was paid on May 15, 1997 out of operating cash reserves.