PART I

ITEM 1. BUSINESS

General Development of Business

Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership (the "Partnership"), acquired, maintains, operates and ultimately will dispose of income producing residential real properties consisting of four manufactured housing communities (the "Properties"). The Partnership was organized and formed under the laws of the State of Michigan on May 16, 1985. Its principal offices are located at 280 Daines Street, Birmingham, Michigan 48009 and its telephone number is (248) 645-9261.

The Partnership filed an S-11 Registration Statement (Registration No. 2-98180) in June 1985 which was declared effective by the Securities and Exchange Commission on September 24, 1985. The Partnership thereafter offered a maximum of 30,000 units of limited partnership interest representing capital contributions by the limited partners to the Partnership of $1,000 per unit (the "Units"). The sale of all 30,000 Units was completed in March 1986, generating $30 million of contributed capital to the Partnership.

On February 10, 1986, the Partnership acquired Aztec Estates, a 645-space manufactured housing community in Margate, Florida and Kings Manor, a 314-space manufactured housing community in Ft. Lauderdale, Florida. On March 4, 1986, the Partnership acquired Old Dutch Farms, a 293-space manufactured housing community in Novi, Michigan. On March 27, 1986, the Partnership acquired The Park of the Four Seasons, a 572-space manufactured housing community in Blaine, Minnesota.

The Partnership operates the Properties as manufactured housing communities with the primary investment objectives of: (1) obtaining net cash from operations; (2) obtaining capital appreciation; and (3) preserving capital. There can be no assurance that such objectives can be achieved.

On March 25, 1997 the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation and secured the borrowing with liens on its Properties. The interest rate on the financing is 8.24% and the term is 120 months. The loan is amortized over 360 months. On March 26, 1997 the Partnership distributed $30,000,000 to the Limited Partners, representing a full return of original capital contributions of $1,000 per unit held. The Partnership continues to own and operate its properties and expects to be able to continue to pay cash distributions to the Limited Partners, although in amounts substantially lower than the distributions paid prior to the financing. Limited Partners will continue to have an interest in the Partnership because their original capital contributions have appreciated since their initial investments were made and only the original capital contribution was returned on March 26, 1997.

Financial Information About Industry Segment

Narrative Description of Business

General

Each of the Properties competes with numerous similar facilities located in its geographic area. The Margate/Fort Lauderdale area contains approximately seven communities offering approximately 2,713 housing sites competing with Aztec Estates. The Davie/Fort Lauderdale area contains approximately five communities offering approximately 1,765 housing sites competing with Kings Manor. Old Dutch Farms competes with approximately seven communities offering approximately 3,455 housing sites. Park of the Four Seasons competes with approximately 11 communities offering approximately 3,207 housing sites. The Properties also compete against other forms of housing, including apartment and condominium complexes.

Governmental Regulations

Employees

ITEM 2. PROPERTIES

Each of the Properties is a modern manufactured housing community containing lighted and paved streets, side-by-side off-street parking and complete underground utility systems. The Properties consist of only the underlying real estate and improvements, not the actual homes themselves. Each of the Properties has a community center which includes offices, meeting rooms and game rooms. Each of the Properties, except Old Dutch Farms, has a swimming pool and tennis courts.

The table below contains certain information concerning the Partnership's four properties.

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER

MATTERS

The General Partner calculates the estimated net asset value of each Unit by dividing the amount of distributions that would be made to the Limited Partners in the event of the current sale of the Properties at their current appraised value, less sales expenses (but without consideration to tax consequences of the sale), by 30,000. In March 1999, the Properties were appraised at an aggregate fair market value of $57,300,000. Assuming a sale of the four properties at the appraised value in March 1999, less payment of 3.0% selling expenses, mortgage debt of $33,119,108, the $1,970,000 Contingent Purchase Price due to certain partners of the General Partner, and after the 80/20% split of sale or financing proceeds with the General Partner, the net aggregate proceeds available for distribution to the Limited Partners is estimated to be $16,393,514 or $546 per unit as of March 31, 1999. There can be no assurance that the estimated net asset value could ever be realized. As of March 31, 1999, the Partnership had approximately 2,650 limited partners holding Units.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

Capital Resources

The Partnership had no capital expenditure commitments as of December 31, 1998 and does not anticipate any during the next fiscal year.

In an effort to provide Limited Partners with a full return of original capital contributions of $1,000 per unit, the General Partner, with majority consent from the Limited Partners, mortgaged the four Properties owned by the Partnership on March 25, 1997 in the aggregate amount of $33,500,000. The General Partner acknowledges that the mortgages impose some risks to the Partnership, but that such risks are not greater than risks typically associated with real estate financing.

While the Partnership is not required to maintain a working capital reserve, it has not distributed all the cash generated from operations in order to build cash reserves. As of December 31, 1998, the Partnership cash reserves amounted to $537,777. The amount of any funds placed in reserves is at the discretion of the General Partner. The Partnership expects to generate adequate amounts of cash to meet its operating needs and debt service during the next fiscal year.

The Partnership has a renewable line of credit of $600,000 with National City Bank of Michigan/Illinois (formerly First of America Bank). The interest rate floats 180 basis points above 1 month LIBOR, which on December 31, 1998 was 5.08%. The sole purpose for the line of credit is to purchase new and used homes to be used as model homes and offered for sale with the Partnership's communities. Over the past three years, sales of the new and used model homes has been growing and the General Partner believes that continuing the model home program is in the best interest of the Partnership. As of December 31, 1998, the outstanding balance on the line of credit was $469,523.

On March 25, 1997 the Partnership completed the financing pursuant to which the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation and secured the borrowing with liens on its Properties. The interest rate on the financing is 8.24%, and the term is 120 months. The loan is amortized over 360 months. On March 26, 1997, the Partnership distributed $30,000,000 of the financing proceeds to the Limited Partners, representing a full return of original capital contributions of $1,000 per unit held. The Partnership continues its operations and expects to be able to continue to pay cash distributions to the Limited Partners, although, due to payment of debt service resulting from the financing, in amounts substantially lower than paid prior to the financing. Limited Partners will continue to have an interest in the Partnership because their original capital contributions have appreciated since their initial investments were made. Only the original capital contribution was returned on March 26, 1997.

Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF during the year ended December 31, 1998 amounted to $1,453,460. Management considers Net Cash from Operations to be a supplemental measure of the Partnership's operating performance. Net Cash from Operations is defined to mean net income computed in accordance with generally accepted accounting principles ("GAAP"), plus real estate related depreciation and amortization. Net Cash from Operations does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. Net Cash from Operations should not be considered as an alternative to net income as the primary indicator of the Partnership's operating performance or as an alternative to cash flow as a measure of liquidity.

The yearly Partnership Management Distribution due and paid to the General Partner for 1998 was $551,500, or 1.0% of the most recent appraised value of the properties held by the Partnership.

The cash available, after payment of the Partnership Management Distribution of $551,500 from Net Cash from Operations was $901,960. From this amount the General Partner elected to make a total distribution of $300,000 for 1998, 80.0% of which, or $240,000, was paid to the Limited Partners and 20.0% of which, or $60,000, was paid to the General Partner. The remaining Net Cash from Operations was used to reduce debt and purchase certain equipment.

Results of Operations

a. Distributions

b. Net Income

Net income, plus depreciation and amortization, less distributions to all Partners, was $601,960, $650,476 and $159,195, for the years ended December 31,1998, 1997, and 1996, respectively. The $650,476 indicated for 1997 excludes the effects of the 1997 financing, which resulted in a $30,000,000 distribution to Limited Partners.

c. Partnership Management

The decrease in net expenses for the management of the Partnership from 1997 to 1998 is due to lower legal and professional fees. The increase in net expenses from 1996 to 1997 is a result of higher legal expenses associated with the Proxy Statement that was submitted to the Limited Partners in connection with the 1997 financing.

d. Property Operations

	Total Sites	Occupied Sites	Occupancy Rate	Average Rent
		1998 1997 - 1996	1998 - 1997 - 1996	1998 1997 - 1996
Aztec Estates	645	616 - 628 - 608	95.5% - 97.4% - 94.3%	$441 - $427 - $411
Kings Manor	314	304 - 308 - 304	96.8 - 98.1 - 96.8	422 - 405 - 388
Old Dutch Farms	293	284 - 288 - 290	96.9 - 98.3 - 99.0	388 - 393 - 381
Park 4 Seasons	572	572 - 568 - 568	100.0 - 99.3 - 99.3	347 - 332 - 321
Overall	1,824	1,776 1,792 1,770	97.4% - 98.2% - 97.0%	$398 $386 - $373

The table below summarizes gross revenues and net operating income for the Partnership and Properties during 1998, 1997 and 1996.

	Gross Revenue			Net Operating Income and Net Income
	1998	1997	1996	1998	1997	1996
Aztec Estates	$3,187,994	$3,101,572	$3,029,937	$1,652,513	$1,643,833	$1,587,687
Kings Manor	1,470,598	1,405,468	1,358,209	923,980	892,472	843,448
Old Dutch Farms	1,378,539	1,319,097	1,240,630	897,758	873,242	770,431
Park of the Four Seasons	2,373,946	2,345,585	2,105,820	1,426,937	1,378,661	1,219,270
	8,411,077	$8,171,722	$7,734.596	4,901,188	4,788,208	4,420,836
Partnership Management	40,484	63,182	16,762	(246,847)	(459,343)	(357,469)
Other Non-Recurring Expenses				(345,512)	(235,746)	(304,172)
Debt Service				(2,855,369)	(2,142,196)
Depreciation and Amortization				(936,573)	(891,138)	(784,742)
TOTAL:	$8,451,561	$8,234,904	$7,751,356	$516,887	$1,059,785	$2,974,453

Comparison of Year Ended December 31, 1998 to Year Ended December 31, 1997

Gross revenues increased $216,657, or 2.6%, to $8,451,561 in 1998, compared to $8,234,904 in 1997. The increase was primarily the result of the increase in rental income due to higher average monthly rents. (See table on previous page.)

As described in the Statements of Income, the Partnership's operating expenses increased $759,555, or 10.6%, to $7,934,674 in 1998, compared to $7,175,119 in 1997. The increase is primarily due to the Partnership's first full year of interest payments associated with the mortgage debt and an increase in property operating expenses. The increase in property operating expenses is specifically related to non-recurring costs associated with the removal of older homes from the Properties and expenses incurred related to improvements to the vacant homesites. The higher operating expenses were partially offset by a decrease in administrative costs in 1998 from 1997.

As a result of the foregoing factors, net income decreased from $1,059,785 in 1997 to $516,887 in 1998.

Comparison of Year Ended December 31, 1997 to Year Ended December 31, 1996

Gross revenues increased $483,548, or 6.2%, to $8,234,904 in 1997, compared to $7,751,356 in 1996. The increase is primarily due to higher occupancy and higher average monthly rents. (See table on previous page.)

As described in the Statements of Income, the Partnership's operating expenses increased $2,398,214, or 50.2%, to $7,175,119 in 1997, compared to $2,974,453 in 1996. The significant increase in operating expenses is the result of the 1997 financing. In 1996, the Partnership had no mortgage debt.

As a result of the foregoing factors, net income decreased from $2,974,453 in 1996 to $1,059,785 in 1997.

Year 2000 Costs

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in the Partnership's independent public

accountants nor have there been any disagreements during the past two fiscal

years.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

Paul M. Zlotoff, 49, is and has been an individual general partner of P.I. Associates since its inception in May 1985. Mr. Zlotoff became the Chairman of Uniprop, Inc. in May 1986 and was its President from 1979 through 1997. He is also an individual general partner of Genesis Associates Limited Partnership, the general partner of Uniprop Manufactured Housing Communities Income Fund II, a public limited partnership which owns and operates nine manufactured housing communities. Mr. Zlotoff currently, and in the past, has acted as the general partner for various other limited partnerships owning manufactured home communities, as well as some commercial properties.

The following individuals are the directors and officer of GP P.I. Associates Corp.:

Name and Age	Position Held
Paul M. Zlotoff, 49	Director and President, Secretary and Treasurer
Arthur Weiss, 50	Director
Steve Adler, 48	Director

Arthur Weiss, 50 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.

Steve Adler, 48, became President of Uniprop, Inc. on January 1, 1998. Previously, Mr. Adler had been Vice President of acquisitions and development and director of operations for Uniprop since 1984 when he joined Uniprop. Mr. Adler is also the president of Uniprop Homes, the marketing affiliate of Uniprop. In this capacity, he is responsible for developing new home sales, and establishing resale operations in each of Uniprop's 39 family and adult retirement communities.

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 1997 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).

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 amount 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 March 25, 1997 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 20% of the net cash from operations (cash revenues less cash operating expenses and specified reserves) in any taxable year. As of December 31, 1998, the General Partner had earned and was entitled to an incentive management interest of $195,000. 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 1998 aggregate appraised value of $55,800,000, the Partnership Management Distribution due to the General Partner was 558,000. The Partnership Management Distribution paid to the General Partner during 1998 was $551,500, a portion of which was calculated on the 1997 aggregate appraised value of $53,200,000. As of December 31, 1998, the Partnership Management Distribution due the General Partner totaled $139,500. This amount was paid to the General Partner on February 15, 1999 from cash reserves. Based on the Properties' March 1999 aggregate appraised value of $57,300,000, the Partnership Management Distribution due the General Partner for the Partnership's 1999 fiscal year will be $573,000 ($57,300,000 x 1.0% = $573,000).

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 following property management fees totaling $419,223: Aztec Estates, $158,345; Kings Manor, $73,140; Old Dutch Farms, $68,927; and Park of the Four Seasons, $118,811. 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 $141,046 for performing local property 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.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS

ON FORM 8-K

(a) Financial Statements

The following financial statements and related documents are filed with

this Report:

(1) Report of Independent Certified Public Accountants

(2) Balance Sheets as of December 31, 1998 and 1997 and Statements of

Income for the fiscal years ended December 31, 1998, 1997, and 1996

(3) Statements of Partners' Equity for the fiscal years ended

December 31, 1998, 1997, and 1996

(4) Statements of Cash Flows for the fiscal years ended December 31,

1998, 1997 and 1996

(5) Schedule III - Real Estate and Accumulated Depreciation for the

fiscal years ended December 31, 1998, 1997 and 1996

(b) Reports on Form 8-K

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

1998.

(c) Exhibits

The following exhibits are incorporated by reference to the S-11

Registration Statement of the Partnership filed June 4, 1985, as amended on

August 1, 1985 and September 11, 1985:

3(a) Amended Certificate of Limited Partnership for the Partnership

3(b) Agreement of Limited Partnership for the Partnership

10(a) Form of Management Agreement between the Partnership and Uniprop,

Inc.

10(b) Form of Consulting Agreement between the Partnership, the General

Partner and Consultant

The following exhibits are incorporated by reference to the Form 10-K for fiscal year ended December 31, 1997:

3(c) Certificate of Amendment to the Certificate of Limited Partnership

for the Partnership (originally filed with Form 10-Q for the fiscal

quarter ended June 30, 1986).

4 Form of Certificate of Limited Partnership Interest in the

Partnership (As last submitted with Form 10-K for the fiscal year

ended December 31, 1986)

10(c) Contingent Purchase Price Agreement between the Partnership, Aztec

Estates (Originally filed with Form 10-K for the fiscal

year ended December 31, 1987)

10(d) Contingent Purchase Price Agreement between the Partnership and

O.D.F. Mobile Home Park (Originally filed with Form 10-K for the

fiscal year ended December 31, 1987)

10(e) Contingent Purchase Price Agreement between the Partnership and The

Park of the Four Seasons (Originally filed with Form

10-K for the fiscal year ended December 31, 1987)

27 Financial Data Schedule

28 Letter summary of the estimated fair market values of the

Partnership's four manufactured housing communities, as of March 1,

1999.

(d) Other Financial Statements

There are no other financial statements required by the instructions

contained in Regulation S-X or, the information is included elsewhere in the

financial statements or the notes thereto.

SIGNATURES

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.

Uniprop Manufactured Housing Communities

Income Fund, a Michigan Limited Partnership

BY: P.I. Associates Limited Partnership,

General Partner

Dated: March 31, 1999 BY: /s/ Paul M. Zlotoff

--------------------------------

Paul M. Zlotoff, General Partner

BY: GP P.I. Associates Corp.

BY: /s/ Paul M. Zlotoff

---------------------------------

Paul M. Zlotoff, President

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners

We have audited the accompanying balance sheets of Uniprop Manufactured Housing Communities Income Fund (a Michigan limited partnership), as of December 31, 1998 and 1997, and the related statements of income, partners' equity and cash flows for each of the three years in the period ended December 31, 1998. 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 generally accepted auditing standards. 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, 1998 and 1997 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles.

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.

BDO SEIDMAN, LLP

Troy, Michigan

UNIPROP MANUFACTURED

HOUSING COMMUNITIES INCOME FUND

(A MICHIGAN LIMITED PARTNERSHIP)

BALANCE SHEETS

See accompanying notes to financial statements.

UNIPROP MANUFACTURED

HOUSING COMMUNITIES INCOME FUND

(A MICHIGAN LIMITED PARTNERSHIP)

STATEMENTS OF INCOME

See accompanying notes to financial statements.

HOUSING COMMUNITIES INCOME FUND

(A MICHIGAN LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

See accompanying notes to financial statements.

STATEMENTS OF CASH FLOWS

---------------------------------------------------------------------------------

See accompanying notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

1. SUMMARY OF ORGANIZATION AND BUSINESS

ACCOUNTING

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

payable, approximate their fair values.

PROPERTY AND EQUIPMENT

Long-lived assets, such as property and equipment, are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value. No impairment loss recognition has been required through December 31, 1998.

Financing Costs

As a result of management's present intent to refinance the note payable after ten years, costs to obtain the 1997 financing (see Note 2) are amortized over a ten-year period.

Income Taxes

Federal income tax regulations provide that any taxes on income of a partnership are payable by the partners as individuals. Therefore, no provision for such taxes has been made at the partnership level.

Comprehensive Income

On January 1, 1998, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For the year ended December 31, 1998, comprehensive income for the Partnership did not differ from net income.

2. Note Payable

In 1997, the Partnership entered into a $33,500,000 note payable agreement. The borrowings are secured by mortgages on the Partnership's properties and the assignment of all current and future leases and rents. The note is payable in monthly installments of $251,439, including interest, through March 2027. The interest rate is 8.24% per annum through June 2007; thereafter, the interest rate will be adjusted based on the provisions of the note agreement. The loan may be prepaid without penalty beginning in January 2007. There are certain requirements and restrictions contained in the note payable agreement. The Partnership is in compliance with these requirements.

The proceeds of the note were used primarily to return to the limited partners their original $30,000,000 capital contribution, to pay certain amounts to the general partner and affiliates of the general partner as described in Notes 6 and 8, and to pay related financing costs.

Future maturities on the note payable for the next five years are as follows: 1999 - $250,000; 2000 - $265,000; 2001 - $295,000; 2002 - $320,000; and 2003 - $350,000.

3. Other Assets

At December 31, 1998 and 1997, "Other assets" included cash of approximately $372,000 and $56,000, respectively, in an escrow account for property taxes, capital improvements, and debt service payments, as required by the Partnership's note payable agreement, which is restricted from operating use.

At December 31, 1998 and 1997, "Other assets" also included cash of $241,000 and $211,000, respectively, in a security deposit escrow account for two of the Partnership's properties, as required by the laws of the state in which they are located, which is restricted from operating use.

4. Line-of-Credit

The Partnership currently has an unsecured $600,000 revolving line-of-credit agreement with a bank. Interest on outstanding balances is charged at 1.80% in excess of LIBOR; the Partnership's interest rate at December 31, 1998 was 7.06%.

5. OTHER Other liabilities consisted of:

LIABILITIES

6. RELATED PARTY MANAGEMENT AGREEMENT

TRANSACTIONS

Report of Fees

During the years ended December 31, 1998, 1997 and 1996, the affiliate earned property management fees of $419,223, $404,514 and $387,855, respectively, as permitted in the Agreement of Limited Partnership. These fees are included with "Administrative" expenses in the respective statements of income. The Partnership was owed $776 and $9,230 by the affiliate at December 31, 1998 and 1997, respectively.

Certain employees of the Partnership are also employees of affiliates of the general partner. These employees were paid by the Partnership the amounts of $141,046, $128,094 and $130,321, in 1998, 1997 and 1996, respectively, to perform local property management and investor relations services for the Partnership.

Contingent Purchase Price

The general partner of P.I. Associates has an interest in the sellers of all the properties acquired by the Partnership and is entitled to share in a contingent purchase price with respect to each property. Each seller will become entitled to any unpaid contingent purchase price upon the sale, financing or other distribution of one or more of the properties, but, only after the receipt by the limited partners of any shortfall in their 9% cumulative preferred return, plus the return of their adjusted capital contribution.

Since inception of the Partnership, there has been no shortfall in the 9% cumulative return and, as described in Note 2, the Partnership used a portion of the proceeds from the 1997 financing to return the limited partners' original capital contribution. As a result, $1,500,000 of the proceeds from the financing transaction was used to make a partial payment in 1997 on the contingent purchase price. This amount was recorded as "Buildings and Improvements" in the accompanying balance sheets. The total remaining contingent purchase price will not exceed $1,970,000. Additional amounts to be paid, 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; such amounts are not determinable at this time. Therefore, no liability related to this remaining contingency has been recorded at December 31, 1998.

Financing Costs

In 1997, as part of the financing transaction described in Note 2, the Partnership paid approximately $335,000 in financing costs to an affiliate of the general partner.

7. RECONCILIATION

8. PARTNERS' CAPITAL

Subject to the orders of priority under certain specified conditions more fully described in the Agreement of Limited Partnership (as amended on February 6, 1997), distributions

DISTRIBUTIONS

The Partnership Management Distribution and the Incentive Management Interest represent payment for managing the Partnership's affairs. At December 31, 1998, the general partner had earned but not yet received a Partnership Management Distribution and an Incentive Management Interest of approximately $139,500 and $195,000, respectively. These amounts are not yet considered payable at December 31, 1998; they will be charged to the general partner's capital account when paid.

Allocation of Net Income

Net income is to be allocated in the same manner as distributions except that:

a) Depreciation expense is allocated only to the general partner and the Class A (taxable) limited partners and,

b) In all cases, the general partner is to be allocated at least 1% of all Partnership items.

9. Supplemental Cash Flow Information

Cash paid for interest totaled approximately $2,854,000, $1,984,000 and $35,000 in 1998, 1997 and 1996, respectively.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1997

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NOTES TO SCHEDULE III

DECEMBER 31, 1997

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1. RECONCILIATION OF The following table reconciles buildings and

BUILDINGS AND improvements from January 1, 1996 to December 31, 1998:

IMPROVEMENTS

There were no additions to land during this three-year

2. RECONCILIATION OF The following table reconciles the accumulated

ACCUMULATED depreciation from January 1, 1995 to December 31, 1998:

DEPRECIATION

3. TAX BASIS OF The aggregate cost of buildings and improvements for

EPS Primary are earnings per Class A unit

EPS Diluted are earnings per Class B unit

</FN>

EXHIBIT 28

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND

1999 PROPERTY APPRAISALS

Property	March 99 Appraisals	March 98 Appraisals	Variance in %
Aztec Estates, FL	$21,100,000	$21,000,000	0.5%
Kings Manor, FL	10,700,000	10,400,000	2.9%
Old Dutch Farms, MI	10,000,000	9,700,000	3.1%
Park of Four Seasons, MN	15,500,000	14,700,000	5.4%
GRAND TOTAL:	$57,300,000	$55,800,000	2.7%

Other Comparisons versus March 1999 Appraisal:

Original Cash Purchase Price of Properties: 26,400,000 +117.0%

1999 ESTIMATED NET ASSET VALUE OF UNITS

Based on the March 1998 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 1998 for their appraised value.
- - Costs and selling expenses are 3.0% of the sale price.
- - Amount payable to creditors of the Partnership are negligible.
- - Tax consequences of a sale are not taken into consideration.

Calculations:

March 1998 appraised value of the properties: $57,300,000
Minus: Costs and selling expenses (3.0%): 1,719,000
Mortgage Debt: 33,119,108
Sellers' Contingent Purchase Price: 1,970,000 *

Net Sale Proceeds: $20,491,892

Limited Partners' Share of Net Sales Proceeds (80.0%) $16,393,514

ESTIMATED CURRENT NET ASSET VALUE PER UNIT: $546

*Reflects the $1,500,000 partial payment of Contingent Purchase Price which was paid on May 15, 1997 out of operating cash reserves.