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 March 31, 1999 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 March 31, 1999 December 31, 1998
(Unaudited)
Properties:
Land $5,280,000 $5,280,000
Buildings And Improvements 23,966,484 23,934,391
Furniture And Fixtures 144,227 127,800
Manufactured Homes 935,110 748,657
30,325,821 30,090,848
Less Accumulated Depreciation 9,867,056 9,654,556
20,458,765 20,436,292
Cash And Cash Equivalents 624,524 537,777
Unamortized Finance Costs 689,048 710,548
Other Assets 816,026 824,267
Total Assets $22,588,363 $22,508,884
LIABILITIES March 31, 1999 December 31, 1998
(Unaudited)
Line of Credit $469,523 $469,523
Accounts Payable 11,195 76,588
Mortgage Payable 33,043,733 33,119,108
Other Liabilities 1,039,835 847,840
Total Liablities $34,564,286 $34,513,059
Partners' Equity:
General Partner (1,712,327) (1,770,028)
Class A Limited Partners (9,666,429) (9,636,980)
Class B Limited Partners (597,167) (597,167)
Total Partners' Equity (11,975,923) (12,004,175)
Total Liabilities And
Partners' Equity $22,588,363 $22,508,884
See Notes to Financial Statements

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND

A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF INCOME THREE MONTHS ENDED
(unaudited) March 31, 1999 March 31, 1998
Income:
Rental Income $2,059,783 $1,991,887 --
Other 131,199 89,980
Total Income $2,190,982 $2,081,867
Operating Expenses:
Administrative Expenses
(Including $107,844 And $103,376
In Property Management Fees Paid
To An Affliate For The Three Month Period Ended March 31, 1999 and 1998 Respectively)

452,771
479,388
Property Taxes 205,057 207,405
Utilities 124,206 112,356
Property Operations 259,509 259,633
Depreciation And Amortization 234,000 228,500
Interest 672,687 702,500
Total Operating Expenses $1,948,230 $1,989,782
Net Income $242,752 $92,085
Income Per Limited Partnership Unit:
Class A $0.54 $0.00
Class B $2.00 $2.00
Distribution Per Limited Partnership Unit
Class A $2.00 $2.00
Class B $2.00 $2.00
Weighted Average Number Of Limited
Partnership Units Outstanding
Class A 20,230 20,230
Class B 9,770 9,770
See Notes to Financial Statements






UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS

(unaudited)

THREE MONTHS ENDED
March 31, 1999 March 31, 1998
Cash Flows From Operating Activities:
Net Income (Loss) $242,752 $92,085
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation 212,500 207,000
Amortization 21,500 21,500
(Increase) Decrease In Other Assets From Operations 8,241 (111,569)
Increase (Decrease) In Accounts Payables (65,393) (43,919)
Increase (Decrease) Other Liabilities From Operations 191,995 117,980
Total Adjustments 368,843 190,992
Net Cash Provided By (Used In)
Operating Activities 611,595 283,077
Cash Flows From Investing Activities:
Capital Expenditures (234,973) 2,053
Funds From Line of Credit 0 76,000
Net Cash Provided By (Used In)
Investing Activities (234,973) 78,053
Cash Flows From Financing Activities:
Distributions To Partners (214,500) (208,000)
Principal Payments on Mortgage (75,375) (67,478)
Net Cash Provided By (Used In)
Financing Activities (289,875) (275,478)
Increase (Decrease) In Cash 86,747 85,652
Cash, Beginning 537,777 649,137
Cash, Ending $624,524 $734,789
See Notes to Financial Statements

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
March 31, 1999 (Unaudited)

1. Summary of significant accounting policies:

Presentation:

The balance sheet as of March 31, 1999, the related statements of income and statements of cash flow for the periods ended March 31, 1999 and 1998 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:

Three Months Ended
March 31, 1999March 31, 1998
Property Management fee to Uniprop, Inc.:$107,844$103,376



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"). It 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. 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 March 31, 1999 was 4.94%. 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 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 March 31, 1999, 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 March 31, 1999 amounted to $476,752. The amount available during the same period in 1998 was $320,585. 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 first quarter was $143,250, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership. ($57,300,000 x .01 = $573,000 / 4 = $143,250).

The cash available after payment of the Partnership Management Distribution amounted to $333,502. From this amount, the General Partner elected to make a total distribution of $84,350 for the first quarter of 1999, 80.0% or $67,500 was paid to the Limited Partners and 20.0% or $16,850 was paid to the General Partner.

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. For the quarter ended March 31, 1999, the Partnership added $249,152 to reserves. During the same quarter in 1998, the Partnership added $106,085 to cash reserves. The amount placed in reserves 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 97.6% (1,780/1,824 sites) at the end of March 1999, versus 97.5% a year ago. The average monthly rent in March 1999 was approximately $405, or 2.8% more than the $394 average monthly rent in March 1998.

    Total   Occupied   Occupancy   Average
    Capacity   Sites   Rate   Rent
                 
Aztec Estates   645   618   95.8%   $454
Kings Manor   314   305   97.1   $438
Old Dutch Farms   293   285   97.3   $388
Park of the Four Seasons   572   572   100.0   $349
Total on 3/31/99   1,824   1,780   97.6%   $405
Total on 3/31/98   1,824   1,779   97.5%   $394

Gross Revenues   Net Operating Income
         
    03/31/99 3/31/98 3/31/99 3/31/98
           
Aztec Estates   $829,540 $792,047 $413,646 $408,877
Kings Manor   378,743 362,743 240,621 217,620
Old Dutch Farms   351,861 337,100 236,104 220,489
Park of the Four Seasons   621,590 582,587 391,092 379,452
    2,181,734 2,074,477 1,281,463 1,226,438
           
Partnership Management: 9,248 7,390 (59,036) (115,183)
           
Other Non Recurring expenses:   ----- ----- (72,988) (88,170)
           
Debt Service       (672,687) (702,500)
           
Depreciation and Amortization   ---- ----- (234,000) (228,500)
           
    $2,190,982 $2,081,867 $242,752 $92,085



Comparison of Quarter Ended March 31, 1999 to Quarter Ended March 31, 1998

Gross revenues increased $109,115, or 5.2%, to $2,190,982 in 1999, as compared to $2,081,867 in 1998. The increase was the result of the increase in average monthly rents. (See table on previous page.)

As described in the Statements of Income total operating expenses decreased $41,552, or 2.1%, to $1,948,230 in 1999, as compared to $1,989,782 in 1998. The decrease was primarily the result of lower administrative expenses and lower interest payments related to the Partnership's mortgage debt.

As a result of the foregoing factors, net income increased to $242,752 as of March 31, 1999 from $92,085 as of March 31, 1998.

MANAGEMENT EXPENSES

Net Partnership management expenses paid during the quarter amounted to $59,036. Gross expenses of $68,284 (data processing, accounting and legal expenses, office supplies and wages to employees of the Partnership) were partially offset by income of $9,248 generated by interest on the Partnership's reserves and transfer fees. The figures for last year's first quarter were $115,183, $122,573 and $7,390, 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 March 31, 1999.  
             
             
      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, General Partner
             
    BY: /s/ Gloria A. Koster, Principal Financial Officer
             
             
             
Dated: May 14, 1999