Uniprop Manufactured Housing Communities Income Fund

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.

As a result of the Financing, the Partnership's four properties are mortgaged. At the time of the Financing, the aggregate principal amount 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 $1,000,000 line of credit with Uniprop Home Finance, an affiliated entity. The interest rate is the prime minus .5%. The sole purpose of the line of credit is to purchase new and used homes to be used as model homes 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 September 30, 2004 the outstanding balance on the line of credit was $361,000.

The Partnership has a renewable $1,000,000 line of credit with National City Bank of Michigan/Illinois. The interest rate floats at 180 basis points above 1 month LIBOR. As of September 30, 2004 the outstanding balance on this credit facility is zero.

The quarterly Partnership Management Distribution paid to the General Partner during the third quarter based on second quarter results was $158,500, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership ($63,400,000 x 1/4% = $158,500).

The General Partner elected to make a total distribution of $112,500 for the third quarter of 2004 equal to the amount distributed for the third quarter of 2003, 80.0% or $90,000, was paid to the Limited Partners and 20.0% or $22,500 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. As of September 30, 2004, the Partnership's cash balance amounted to $305,896. The amount placed in reserves is at the discretion of the General Partner.

Overall, as illustrated in the following tables , the four properties had a combined average occupancy of 81% at the end of September 2004 compared to 89% in 2003 for the same period. The average monthly rent in September 2004 was approximately $478, compared to the $485 average monthly rent in September 2003 (average rent not a weighted average).

	Total Capacity	Occupied Sites	Occupancy Rate	Average Rent*
Aztec Estates	645	483	75%	$517
Kings Manor	314	301	96%	514
Old Dutch Farms	293	213	73%	450
Park of the Four Seasons	572	472	83%	432
Total on 9/30/04:	1,824	1,469	81%	$478
Total on 9/30/03:	1,824	1,602	89%	$485

*Not a weighted average

	Gross Revenue		Net Income		Gross Revenue		Net Income
	9/30/2004	9/30/2003	9/30/2004	9/30/2003	9/30/2004	9/30/2003	9/30/2004	9/30/2003
	three months ended		three months ended		nine months ended		nine months ended

Aztec Estates	$931,725	$890,323	$320,067	$348,807	$3,306,761	$2,800,013	$1,082,552	$1,150,418
Kings Manor	547,348	535,653	282,713	286,211	1,586,015	1,720,699	815,406	881,642
Old Dutch Farms	339,227	349,630	127,408	184,186	966,286	1,108,839	442,052	589,722
Park of Four Seasons	691,856	783,923	301,272	397,049	1,922,730	2,288,913	1,029,409	1,187,348
	2,510,156	2,559,529	1,031,460	1,216,253	7,781,792	7,918,464	3,369,419	3,809,130
Partnership Management	2,006	1,954	(41,331)	(53,788)	5,467	5,771	(217,045)	(202,174)
Non Recurring Expense	-----	-------	(139,280)	(99,396)	-------	------	(366,465)	(193,718)

Interest Expense	-----	-------	(659,046)	(667,642)	-------	-------	(1,974,475)	(1,986,633)

Depreciation and
Amortization	-----	-------	(237,531)	(243,029)	-------	-------	(714,405)	(701,923)
	$2,512,162	$2,561,483	($45,728)	$152,398	$7,787,259	$7,924,235	$97,029	$724,682

Gross revenues decreased $49,321 to $2,512,162 in 2004, as compared to $2,561,483 in 2003. (See table in previous section). The decrease in revenue was due to a decrease in site rental income as a result of lower occupancy level.

As described in the Statements of Income, total operating expenses were higher, increasing from $2,409,085 in 2003 to $2,557,890 in 2004. This was due primarily to increases in property operations expense and Home Sale Expense.

As a result of the aforementioned factors, Net Income decreased in the third quarter of 2004 compared to the same quarter of the prior year from $152,398 for 2003 to ($45,728) for 2004.

For the first nine months of 2004, Gross Revenues were $7,787,259, a decrease of $136,976 compared to $7,924,235 for the same period of 2003. The decrease was due to a decrease in site rental. Total Operating Expenses for the first three quarters of 2004 were $7,690,230, an increase of $490,677 compared to $7,199,553 for 2003. Net Income for the first nine months ending September 30, 2004 was $97,029 a decrease of $627,653 compared to the $724,682 reported for the first nine months ending September 30, 2003.

The Partnership is exposed to interest rate rise 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 September 30, 2004 the Partnership had a note payable outstanding in the amount of $31,294,181. Interest on this note is at a fixed annual rate of 8.24% through June 2007.

Line-of-Credit: At September 30, 2004 the Partnership owed $361,236 under its line-of-credit.

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 annually.

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

As of the end of the period covered by this report, the Partnership carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date of, this evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the quarterly report is recorded, processed, summarized and reported as and when required.

There was no change in the Partnership's internal controls over financial reporting that occurred during the most recently completed quarter that has materially affected, or is reasonably likely to materially affect the Partnership's internal control over financial reporting.

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/ Joel Schwartz Joel Schwartz, Principal Financial Officer

Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 312 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul M Zlotoff, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing Communities Income Fund; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of (the "Evaluation Date"); and the end of the period covered by this report. c) presented in this quarterly report our conclusions about the effectiveness 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; 6. The Registrant's other certifying officers and I have indicated in this quarterly 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: November 11, 2004 Signature: /s/ Paul M. Zlotoff Paul M. Zlotoff, Principal Executive Officer President & Director of GP P.I. Associates Corp.

Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel Schwartz , certify that: 1. I have reviewed this quarterly report on Form 10-Q of Uniprop Manufactured Housing Communities Income Fund; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of (the "Evaluation Date"); and the end of the period covered by this report. c. presented in this quarterly report our conclusions about the effectiveness 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; 6. The Registrant's other certifying officers and I have indicated in this quarterly 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: November 11, 2004 Signature: Signature: /s/ Joel Schwartz Joel Schwartz, Principal Financial

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uniprop Manufactured Housing Communities Income Fund (the "Company") on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Gloria A. Koster, Principal 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: 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. P.I. Associates Limited Partnership its General Partner /s/ Paul M. Zlotoff __________________________ By: Paul M Zlotoff, General Partner /s/ Joel Schwartz _____________________________________ By: Joel Schwartz, Principal Financial Officer

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

ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets
	September 30, 2004(Unaudited) and
	December 31, 2003	3
	Statements of Income
	Nine months ended September 30, 2004 and 2003(Unaudited)
	Three months ended September 30, 2004
	and 2003(Unaudited)	4
	Statement of Partners' Deficit
	Nine months ended September 30, 2004(Unaudited)	4
	Statements of Cash Flows
	Nine months ended September 30, 2004
	and 2003(Unaudited)	5
	Notes to Financial Statements
	September 30, 2004(Unaudited)	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS
	OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE
	DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	11

	ITEM 5.	LEGAL PROCEEDINGS			11
	ITEM 6.	EXHIBITS			12