SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 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)

$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 [ ]

Financial Statements

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF INCOME	SIX MONTHS ENDED		THREE MONTHS ENDED
(unaudited)	June 30, 1999	June 30, 1998	June 30, 1999	June 30, 1998
Income:
Rental Income	$4,129,853	$3,988,692	$2,070,070	$1,996,805	--
Other	236,807	189,037	105,608	99,057
Total Income	$4,366,660	$4,177,729	$2,175,678	$2,095,862
Operating Expenses:
Administrative Expenses
(Including $217,117, $207,999, $109,273 And $104,623
In Property Management Fees Paid
To An Affliate For The Three Month Period
Ended June 30, 1999 and 1998
Respectively)	882,879	913,938	430,108	434,550
Property Taxes	411,331	414,780	206,274	207,375
Utilities	253,516	236,488	129,310	124,132
Property Operations	547,418	529,856	287,909	270,223
Depreciation And Amortization	468,000	456,300	234,000	227,800
Interest	1,369,004	1,402,860	696,317	700,360
Total Operating Expenses	$3,932,148	$3,954,222	$1,983,918	$1,964,440
Net Income	$434,512	$223,507	$191,760	$131,422
Income Per Limited Partnership Unit:
Class A	$0.98	$0.02	$0.44	$0.02
Class B	$4.25	$4.00	$2.25	$2.00
Distribution Per Limited Partnership Unit
Class A	$4.25	$4.00	$2.25	$2.00
Class B	$4.25	$4.00	$2.25	$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
See Notes to Financial Statements
	4

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
A MICHIGAN LIMITED PARTNERSHIP
BALANCE SHEETS
ASSETS	June 30, 1999	December 31, 1998
	(Unaudited)
Properties:
Land	$5,280,000	$5,280,000
Buildings And Improvements	23,957,675	23,934,391
Furniture And Fixtures	154,271	127,800
Manufactured Homes	828,423	748,657
	30,220,369	30,090,848
Less Accumulated Depreciation	10,079,556	9,654,556
	20,140,813	20,436,292
Cash And Cash Equivalents	1,091,358	537,777
Unamortized Finance Costs	667,547	710,548
Other Assets	984,045	824,267
Total Assets	$22,883,763	$22,508,884
LIABILITIES	June 30, 1999	December 31, 1998
	(Unaudited)
Line of Credit	$600,000	$469,523
Accounts Payable	63,927	76,588
Mortgage Payable	32,984,832	33,119,108
Other Liabilities	1,246,767	847,840
Total Liablities	$34,895,526	$34,513,059
Partners' Equity:
General Partner	(1,711,501)	(1,770,028)
Class A Limited Partners	(9,703,095)	(9,636,980)
Class B Limited Partners	(597,167)	(597,167)
Total Partners' Equity	(12,011,763)	(12,004,175)
Total Liabilities And
Partners' Equity	$22,883,763	$22,508,884
See Notes to Financial Statements
3

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
A MICHIGAN LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(unaudited)
	SIX MONTHS ENDED
	June 30, 1999	June 30, 1998
Cash Flows From Operating Activities:
Net Income (Loss)	$434,512	$223,507
Adjustments To Reconcile Net Income
(Loss) To Net Cash Provided By
Operating Activities:
Depreciation	425,000	413,300
Amortization	43,000	43,000
(Increase) Decrease In Other Assets From Operations	(159,777)	(198,456)
Increase (Decrease) In Accounts Payables	(12,661)	(43,902)
Increase (Decrease) Other Liabilities From Operations	398,927	228,324
Total Adjustments	694,489	442,266
Net Cash Provided By (Used In)
Operating Activities	1,129,001	665,773
Cash Flows From Investing Activities:
Capital Expenditures	(129,521)	(93,651)
Funds From Line of Credit	130,477	110,607
Net Cash Provided By (Used In)
Investing Activities	956	16,956
Cash Flows From Financing Activities:
Distributions To Partners	(442,100)	(422,500)
Principal Payments on Mortgage	(134,276)	(121,189)
Net Cash Provided By (Used In)
Financing Activities	(576,376)	(543,689)
Increase (Decrease) In Cash	553,581	139,040
Cash, Beginning	537,777	649,137
Cash, Ending	$1,091,358	$788,177
See Notes to Financial Statements
5

UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,

A MICHIGAN LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

June 30, 1999 (Unaudited)

1. Summary of significant accounting policies:

Presentation:

The balance sheet as of June 30, 1999, the related statements of income and statements of cash flow for the periods ended June 30, 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:

Six Months Ended Three Months Ended June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998

Property management fee

to Uniprop, Inc.: $217,117 $207,999 $109,273 $104,623

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 June 30, 1999 was 5.19%. 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 have been growing and the General Partner believes that continuing the model home program is in the best interest of the Partnership. As of June 30, 1999, the outstanding balance on the line of credit was $600,000.

Net Cash from Operations available for aggregate distributions to all Partners in UMHCIF during the quarter ended June 30, 1999 amounted to $425,760. The amount available during the same period in 1998 was $359,222. 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.

($57,300,000 x .01 = $573,000 / 4 = $143,250)

The cash available after payment of the Partnership Management Distribution of $143,250 from Net Cash from Operations was $282,510. From this amount, the General Partner elected to make a total distribution of $93,750 for the second quarter of 1999, 80.0% or $75,000 was paid to the Limited Partners and 20.0% or $18,750 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 generated 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. For the quarter ended June 30, 1999, the Partnership added $188,760 to reserves. During the same quarter in 1998, the Partnership added $144,723 to cash reserves. The amount placed into 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 97.5% (1,779/1,824 sites) at the end of June 1999, versus 97.9% a year ago. The average monthly rent in June 1999 was approximately $407, or 3.0% more than the $395 average monthly rent in June 1998.

	Total Capacity	Occupied sites	Occupancy Rate	Average Rent
Aztec Estates	645	620	96.1%	$454
Kings Manor	314	303	96.5	438
Old Dutch Farms	293	284	96.9	391
Park of the Four Seasons	572	572	100.0	354
Total on 6/30/99	1,824	1,779	97.5%	$407
Total on 6/30/98	1,824	1,786	97.9%	$395

		Gross Revenues	Net Operating Income
	6/30/99	6/30/98	6/30/99	6/30/98
Aztec Estates	$822,799	$779,187	$444,866	$404,992
Kings Manor	374,565	370,797	243,059	228,017
Old Dutch Farms	352,905	346,621	224,677	230,513
Park of the Four Seasons	612,317	589,511	383,912	353,818
	$2,162,640	$2,086,116	$1,296,514	$1,217,341
Partnership Management	13,038	9,746	(50,937)	(59,657)
Other Non Recruiting Expenses	---	---	(123,500)	(98,101)
Debt service	---	---	(696,317)	(700,360)
Depreciation and Amortization	---	---	(234,000)	(227,800)
	$2,175,678	$2,095,862	$191,760	$131,422

Comparison of Quarter Ended June 30, 1999 to Quarter Ended June 30, 1998

Gross revenues increased $79,816, to $2,176,678 in 1999, as compared to $2,095,862 in 1998. The increase in gross revenues is the result of higher average rents at the Partnership’s four communities (see table on previous page).

As described in the Statements of Income total operating expenses increased $19,478, to $1,983,918 in 1999, as compared to $1,964,440 in 1998. The slight increase is due to an increase in property operation expenses.

As a result of the foregoing factors, net income increased to $191,760 for the quarter ended June 30, 1999 from $131,422 for the quarter ended June 30, 1998.

MANAGEMENT EXPENSES

Net Partnership management expenses paid during the quarter amounted to $50,937. Gross expenses of $63,975 (data processing, accounting and legal expenses, office supplies and wages to employees of the Partnership) were partially offset by income of $13,038 generated by interest on the Partnership's reserves and transfer fees. The figures for last year's second quarter were $59,657, $69,403 and $9,746, 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 June 30, 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, thereunto 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 Paul M. Zlotoff, General Partner

BY: /s/ Gloria A. Koster Gloria A. Koster, Principal Financial Officer

Dated: August 16, 1999

EXHIBIT INDEX

Exhibit Number Description Page

27 Financial Data Schedule