SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended September 30, 1998 Commission File No. 0-15940


UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


MICHIGAN
(State or other jurisdiction of
incorporation or organization)
38-2593067
(I.R.S. employer
identification number)


280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
(Address of principal executive offices) (Zip Code)

(248) 645-9261
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:
$1,000 per unit, units of limited partnership interest


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]



Uniprop Fund I 10-Q: PART I. FINANCIAL INFORMATION

Item 1: Financial Statements
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND, A MICHIGAN LIMITED PARTNERSHIP

Balance Sheets


       
       
ASSETS September 30, 1998   December 31, 1997
  (Unaudited)    
Properties:      
Land $5,280,000   $5,280,000
Buildings And Improvements 23,925,558   23,862,182
Furniture And Fixtures 120,945   668,108
Manufactured Homes 688,295   117,847
  30,014,798   29,928,137
       
Less Accumulated Depreciation 9,425,795   8,805,795
  20,589,003   21,122,342
       
Cash And Cash Equivalents 966,643   649,137
Unamortized Finance Costs 732,048   796,547
Other Assets 670,151   484,407
       
Total Assets $22,957,845   $23,052,433
       
       
LIABILITIES September 30, 1998   December 31, 1997
  (Unaudited)    
       
Line of Credit $469,523   $358,916
Accounts Payable 93,368   116,066
Mortgage Payable 33,179,842   33,355,940
Other Liabilities 1,106,862   891,073
       
Total Liablities $34,849,595   $34,721,995
       
Partners' Equity:      
General Partner (1,372,014)   (1,261,905)
Class A Limited Partners (9,622,015)   (9,509,936)
Class B Limited Partners (897,721)   (897,721)
       
Total Partners' Equity (11,891,750)   (11,669,562)
       
Total Liabilities And      
Partners' Equity $22,957,845    
       
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND, A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF INCOME NINE MONTHS ENDED   THREE MONTHS ENDED
(unaudited) Sept. 30, 1998 Sept. 30, 1997   Sept. 30, 1998 Sept. 30, 1997
           
           
Income:          
Rental Income $5,971,994 $5,863,350   $1,983,302 $1,967,425
Other 341,220 249,466   152,183 49,784
           
Total Income $6,313,214 $6,112,816   $2,135,485 $2,017,209
           
Operating Expenses:          
Administrative Expenses          
(Including $312,361, $303,058, $104,362, And $101,549        
In Property Management Fees Paid          
To An Affliate For The Nine and Three Month          
Periods Ended Sept. 30, 1998 and 1997          
Respectively) 1,351,728 1,256,942   437,790 411,116
Property Taxes 622,152 622,512   207,372 206,646
Utilities 352,795 342,291   116,307 105,333
Property Operations 785,211 699,210   255,355 236,862
Depreciation And Amortization 684,500 620,847   228,200 206,949
Interest 2,102,016 1,462,857   699,156 704,060
           
Total Operating Expenses $5,898,402 $5,004,659   $1,944,180 $1,870,966
           
Net Income $414,812 $1,108,157   $191,305 $146,243
           
Income Per Limited Partnership Unit:          
Class A $0.46 $30.00   $0.37 $2.00
Class B $6.00 $50.00   $2.00 $2.00
           
Distribution Per Limited Partnership Unit          
Class A $6.00 $50.00   $2.00 $2.00
Class B $6.00 $50.00   $2.00 $2.00
           
Weighted Average Number Of Limited          
Partnership Units Outstanding          
Class A 20,230 20,230   20,230 20,230
Class B 9,770 9,770   9,770 9,770
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND, A MICHIGAN LIMITED PARTNERSHIP

       
STATEMENTS OF CASH FLOWS      
(unaudited)      
  NINE MONTHS ENDED  
  Sept. 30, 1998 Sept. 30,1997  
       
Cash Flows From Operating Activities:      
Net Income (Loss) $414,812 $1,108,157  
       
Adjustments To Reconcile Net Income      
(Loss) To Net Cash Provided By      
Operating Activities:      
Depreciation 620,000 588,558  
Amortization 64,500 32,289  
(Increase) Decrease In Other Assets From Operations (185,745) (1,191,028)  
Increase (Decrease) In Accounts Payables (22,698) (11,902)  
Increase (Decrease) Other Liabilities From Operations 215,789 82,128  
       
Total Adjustments 691,846 (499,955)  
       
Net Cash Provided By (Used In)    
Operating Activities 1,106,658 608,202  
       
Cash Flows From Investing Activities:      
Capital Expenditures (86,661) (1,758,258)  
Funds From Line of Credit 110,607 (64,818)  
       
Net Cash Provided By (Used In)      
Investing Activities 23,946 (1,823,076)  
       
Cash Flows From Financing Activities:      
Funds from Mortgage 0 33,500,000  
Distributions To Partners (637,000) (2,113,400)  
Return of Capital 0 (30,000,000)  
Principal Payments on Mortgage (176,098) (85,327)  
       
Net Cash Provided By (Used In)      
Financing Activities (813,098) 1,301,273  
       
Increase (Decrease) In Cash 317,506 86,399  
       
Cash, Beginning 649,137 640,086  
       
Cash, Ending $966,643 $726,485  
       
       

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

September 30, 1998 (Unaudited)

1. Summary of significant accounting policies:

Presentation:

The balance sheet as of September 30, 1998, the related statements of income and statements of cash flow for the periods ended September 30, 1998 and 1997 have been prepared by management, pursuant to the rules and regulations of the Securities and Exchange Commission, without audit by independent public accountants. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of such financial statements have been included.

The financial statements and notes are presented as permitted by the rules and regulations of the Securities and Exchange Commission for Form 10-Q and do not contain certain information included in the Company's annual financial statements and notes, which should be consulted.

2. Payments to affiliates:

  Nine Months Ended Three Months Ended
  Sept. 30, 1998 Sept. 30, 1997   Sept. 30, 1998 Sept. 30, 1997
           
Property management fee          
to Uniprop, Inc.: $312,361 $303,058   $104,362 $101,549

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources

The Partnership's capital resources consist primarily of its four manufactured housing communities. On March 25, 1997 the Partnership borrowed $33,500,000 from Nomura Asset Capital Corporation (the "Financing"). The Partnership secured the Financing by placing liens on its four communities. As a result of the Financing, the Partnership distributed $30,000,000 to the Limited Partners, which represented a full return of the original capital contributions of $1,000 per unit.

Liquidity

As a result of the Financing, the Partnership's four properties are mortgaged. At the time of the Financing, the aggregate principal amounts due under the four mortgage notes was $33,500,000 and the aggregate fair market value of the Partnership's mortgaged properties was $53,200,000. The Partnership expects to meet its short-term liquidity needs generally through its working capital provided by operating activities.

The Partnership's long-term liquidity is based, in part, upon its investment strategy. Notwithstanding, that the properties owned by the Partnership were anticipated to be held for seven to ten years after their acquisition, all of the properties have been owned by the Partnership more than ten years. The General Partner may elect to have the Partnership own the properties for as long as, in the opinion of the General Partner, it is in the best interest of the Partnership to do so.

The Partnership has a renewable $600,000 line of credit with National City Bank of Michigan/Illinois (formerly First of America Bank). The interest rate on such line of credit, floats 180 basis points above 1 month LIBOR, which on September 30, 1998 was 5.66%. The sole purpose of the line of credit is to purchase new and used homes to be used as model homes and offered for sale within the Partnership's communities. Over the past two years, sales of the new and used model homes have been growing and the General Partner believes that continuing the model home program is in the best interest of the Partnership. As of September 30, 1998, the outstanding balance on the line of credit was $469,523.

Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF during the quarter ended September 30, 1998 amounted to $419,505. The amount available during the same period in 1997 was $353,192. 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 quarterly Partnership Management Distribution due and paid to the General Partner for the second quarter was $139,500, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership. ($55,800,000 x .01 = $558,000 / 4 = $139,500)

The cash available, after payment of the Partnership Management Distribution of $139,500 from Net Cash from Operations, was $280,005. From this amount, the General Partner elected to make a total distribution of $75,000 for the third quarter of 1998, 80.0% or $60,000 was paid to the Limited Partners and 20.0% or $15,000 was paid to the General Partner. The General Partner will continue to monitor on-going Net Cash from Operations generated by the Partnership during the coming quarters. If Net Cash from Operations is lower or higher than the amount needed to maintain the current distribution level, the General Partner may elect to reduce or increase the level of future distributions paid to the Limited Partners.

While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the cash generated from operations in order to build cash reserves. As of September 30, 1998, the Partnership cash reserves amounted to $966,643. The level of cash reserves maintained is at the discretion of the General Partner.

Results of Operations

Overall, as illustrated in the tables below, the four properties enjoyed a combined average occupancy of 98.1% (1,790/1,824 sites) at the end of September 1998, versus 97.9% a year ago. The average monthly rent in September 1998 was approximately $396, or 3.1% more than the $384 average monthly rent in September 1997.

    Total   Occupied   Occupancy   Average
    Capacity   Sites   Rate   Rent
                 
Aztec Estates   645   628   97.4%   $441
Kings Manor   314   304   96.8   $422
Old Dutch Farms   293   286   97.6   $389
Park of the Four Seasons   572   572   100.0   $343
Total on 9/30/98   1,824   1,790   98.1%   $397
Total on 9/30/97   1,824   1,786   97.9%   $384

Gross Revenues   Net Operating Income
         
    09/30/98 9/30/97 9/30/98 9/30/97
           
Aztec Estates   $825,133 $728,660 $402,763 $397,097
Kings Manor   363,761 353,653 220,337 217,509
Old Dutch Farms   341,989 331,215 216,252 220,806
Park of the Four Seasons   593,453 598,273 364,050 357,412
    2,124,336 2,011,801 1,203,402 1,192,824
           
Partnership Management: 11,149 5,408 (28,471) (75,289)
           
Other Non Recurring expenses:   ----- ----- (56,271) (60,283)
           
Debt Service       (699,155) (704,060)
           
Depreciation and Amortization   ---- ----- (228,200) (206,949)
           
    $2,135,485 $2,017,209 $191,305 $146,243

Comparison of Quarter Ended September 30, 1998 to Quarter Ended September 30, 1997

Gross revenues increased $118,276, or 5.9%, to $2,135,485 in 1998, as compared to $2,017,209 in 1997. The increase in gross revenues is the result of higher overall occupancy and higher average rents at the Partnership's four communities (see table on previous page).

Administrative expenses increased $26,674, or 6.5% to $437,790 in 1998, as compared to $411,116 in 1997. The increase is the result of higher wages and an increase in property management fees. Partnership management costs decreased $46,818, or 62.2%, to $28,471 in 1998, as compared to $75,289 in 1997. This decrease is due to the absence of legal/professional fees associated with the financing of the properties that was completed by the Partnership in 1997. Property operation costs increased $18,493, or 7.8%, to $255,355 in 1998, as compared to $236,862 in 1997. The increase was the result of higher maintenance and marketing expense.

As a result of the foregoing factors, net income increased to $191,305 for the quarter ended September 30, 1998 from $146,243 reported for the same period in 1997.

MANAGEMENT EXPENSES

Net Partnership management expenses paid during the quarter amounted to $28,471. Gross expenses of $39,620 (data processing, accounting and legal expenses, office supplies and wages to employees of the Partnership) were partially offset by income of $11,149 generated by interest on the Partnership's reserves and transfer fees. The figures for last year's third quarter were $75,289, $80,697 and $5,408, respectively.


PART II - OTHER INFORMATION

ITEM 6. Exhibits and Reports of Form 8-K

    (a) Exhibits      
             
    Exhibit Number   Description  
    27     Financial Data Schedule
             
    (b) Reports of Form 8-K      
    There were no reports filed on Form 8-K during  
    the three months ended September 30, 1998.  
             
             
      SIGNATURES    
             
Pursuant to the requirements of the Securities Exchange Act of 1934,    
the Registrant has duly caused this report to be signed on its behalf by  
the undersigned, threunto duly authorized.        
             
             
    Uniprop Manufactured Housing    
    Communities Income Fund,    
    A Michigan Limited Partnership    
             
    BY: P.I. Associates Limited Partnership,  
      A Michigan Limited Partnership,  
      its General Partner    
             
    BY: /s/ Paul M. Zlotoff
             
    BY: /s/ Gloria A. Koster
             
             
             
Dated: November 13, 1998