Unassociated Document

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.

		Page

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Balance Sheets
	March 31, 2008 (Unaudited) and
	December 31, 2007	3

	Statements of Operations
	Three months ended March 31, 2008
	and 2007 (Unaudited)	4

	Statement of Partners’ Equity (Deficit)
	Three months ended March 31, 2008 (Unaudited)	4

	Statements of Cash Flows
	Three months ended March 31, 2008
	and 2007 (Unaudited)	5

	Notes to Financial Statements
	March 31, 2008 (Unaudited)	6

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10

ITEM 3.	QUANTITATIVE AND QUALITATIVE
	DISCLOSURES ABOUT MARKET RISK	15

ITEM 4.	CONTROLS AND PROCEDURES	16

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	16

ITEM 1A.	RISK FACTORS	17

ITEM 6.	EXHIBITS	19

	March 31, 2008			December 31, 2007
	(Unaudited)
ASSETS
Properties:
Land	$	724,087		$	724,087
Buildings and Improvements		4,806,009			4,806,009
Furniture and Fixtures		55,833			55,833
		5,585,929			5,585,929

Less Accumulated Depreciation		(2,721,701	)		(2,678,874	)
		2,864,228			2,907,055

Cash And Cash Equivalents		3,059			0
Other Assets		12,540			11,911
Assets of Discontinued Operations		14,192,147			14,077,368

Total Assets	$	17,071,974		$	16,996,334

	March 31, 2008			December 31, 2007
	(Unaudited)
LIABILITIES and PARTNERS' DEFICIT

Note Payable-Bank	$	475,000		$	475,000
Accounts Payable		19,527			18,580
Other Liabilities		93,401			63,616
Mortgage Payable		36,788,393			36,410,872
Liabilities of Discontinued Operations		681,836			490,543

Total Liabilities	$	38,058,157		$	37,458,611

Partners' Equity (Deficit) :
General Partner		(7,508,610	)		(7,403,829	)
Class A Limited Partners		(14,197,295	)		(13,884,720	)
Class B Limited Partners		719,722			826,272

Total Partners' Deficit		(20,986,183	)		(20,462,277	)

Total Liabilities And
Partners' Deficit	$	17,071,974		$	16,996,334

	THREE MONTHS ENDED
	March 31, 2008			March 31, 2007


Income:
Rental Income	$	136,807		$	159,124
Other		18,610			14,033

Total Income	$	155,417		$	173,157

Operating Expenses:
Administrative Expenses
(Including $41,522 and $73,181, in Property Management Fees Paid to an Affiliate for the Three Month Period Ending March 31, 2008 and 2007 Respectively)		47,094			53,940
Property Taxes		38,238			38,391
Utilities		13,770			14,196
Property Operations		9,552			39,952
Depreciation		42,827			43,790
Interest		57,255			83,259

Total Operating Expenses	$	208,736		$	273,528

Loss from Continued Operations	$	(53,319	)	$	(100,371	)

Loss from Discontinued Operations	$	(470,587	)	$	(891,112	)

Net Loss	$	(523,906	)	$	(991,483	)

Loss Per Unit:
Continuing Operations Class A		(2.03	)		(3.24	)
Continuing Operations Class B		(0.33	)		(1.51	)
Discontinued Operations Class A		(13.42	)		(27.24	)
Discontinued Operations Class B		(10.57	)		(16.57	)

Distribution Per Unit:		0.00			0.00

Weighted Average Number Of Units Of Beneficial Assignment Of Limited Partnership Interest Outstanding During The Twelve and Three Month Period Ended December 31, 2008 and 2007.		20,230			20,230
		9,770			9,770

	Total			General Partner			Class A Limited			Class B Limited

Balance as of December 31, 2007		($20,462,277	)		($7,403,829	)		($13,884,720	)	$	826,272
Net Loss		(523,906	)		(104,781	)		(312,575	)		(106,550	)
Distributions		0			0			0			0
Balance as of March 31, 2008		(20,986,183	)		(7,508,610	)		(14,197,295	)		719,722

	THREE MONTHS ENDED
	March 31,2008			March 31, 2007

Cash Flows From Operating Activities:
Net Loss	$	(523,906	)	$	(991,483	)

Adjustments To Reconcile Net Loss
To Net Cash Used In:
Operating Activities:
Depreciation		42,827			241,392
Amortization		72,153			72,153
Decrease in Security Deposit Escrow		14,400			150,158
Increase In Other Assets		(244,350	)		(25,513	)
Increase (Decrease) In Accounts Payable		4,326			(56,208	)
Increase In Other Liabilities		218,070			182,468

Total Adjustments:		107,426			564,450

Net Cash Used In Operating Activities		(416,480	)		(427,033	)

Cash Flows Used In Investing Activities:
Capital Expenditures		0			(27,956	)

Cash Flows From Financing Activities:
Net Payments on Line of Credit		0			(37,500	)
Distributions To Partners		0			(157,125	)
Proceeds on Mortgage Payable		377,521			500,575

Net Cash Provided by Financing Activities		377,521			305,950

Decrease In Cash and Equivalents		(38,959	)		(149,039	)

Cash and Equivalents, Beginning		125,537			657,371

Cash and Equivalents, Ending (1)	$	86,578		$	508,332

The accompanying unaudited 2008 financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008, or for any other interim period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership’s Form 10-K for the year ended December 31, 2007.

In September 2006, the Securities and Exchange Commission Staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 was issued to eliminate the diversity in practice surrounding how public companies quantify financial misstatements. SAB No. 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The adoption of SAB No. 108 did not have any impact on the Partnership’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements. This Statement was to become effective for financial statements issued for fiscal years beginning after November 15, 2007. However, in November 2007, the effective date was partially deferred by the FASB for one year for non-financial assets and non-financial liabilities that are not recognized or disclosed at fair market value in the financial statements on a recurring basis. The adoption of SFAS No. 157 with respect to only the Partnership’s financial assets and financial liabilities had no impact on the Partnership’s financial position and results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS 159 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. SFAS 159 does not eliminate disclosure requirements of other accounting standards, including fair value measurement disclosures in SFAS 157. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157. The adoption of SFAS No. 157 with respect to only the Partnership’s financial assets and financial liabilities had no impact on the Partnership’s financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133.” SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS No. 161 will be effective for financial statements issued for fiscal years beginning after November 15, 2008. The Partnership is currently evaluating the impact of the pronouncement on the Partnership’s financial position and results of operations.

On August 11, 2006, the Partnership refinanced its existing mortgage note payable and executed a new mortgage payable in the amount of $34,468,750 secured by the four properties of the Partnership. The mortgage note payable provides for future advances of $3,031,250, of which $2,319,643 has been advanced as of March 31, 2008. The note is payable in monthly installments of interest only through August 2010, at which time all outstanding principle balance is due. Interest on this note is accrued at a variable rate of 2.25% in excess of one month LIBOR, which was 5.31% as of March 31, 2008, and the balance on the note was $36,788,393.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business and continuation of the Partnership as a going concern. Liquidation values may be substantially different from carrying values as shown on the financial statements and these financial statements do not give effect to adjustments, if any, that would be necessary to the carrying values and classification of assets and liabilities should the Partnership be unable to continue as a going concern.

For the quarter ended March 31, 2008, the Partnership incurred a net loss of $523,906. As of March 31, 2008, the Partnership had an accumulated deficit of $20,986,000 and insufficient cash on hand to meet its expected liquidity requirements after the next five to eight months. These factors raise substantial doubt as to the Partnership’s ability to continue as a going concern. Management’s strategy is to have the Partnership remain as a going concern until all properties are sold.

The Partnership will deplete its liquid resources before the end of the third quarter of fiscal 2008 unless it is successful in selling one or more of the properties. However, there can be no assurance that management will be able to sell any of the properties. Management is uncertain that the Partnership can raise additional capital and as such can provide no assurance. In the event that management is unable to raise additional capital from the sales of its properties, the Partnership may be forced to curtail or cease operations.

As described in Form 8-K dated November 2, 2007, the Aztec Estates property was approved for rezoning and listed for sale with Cushman and Wakefield. At this time, the Partnership continues to field offers on the property although none have been accepted to date. The Partnership continues to seek offers that will maximize the value of the Aztec property.

In response to the declining values of Florida real estate in general and the Aztec property in particular, the General Partner announced in Form 8-K dated January 16, 2008, that the remaining three manufactured housing communities, Old Dutch Farms, Kings Manor, and Park of the Four Seasons will also be offered for sale. This action is deemed necessary to comply with the future requirements of the mortgage lender.

As of March 31, 2008, all four properties were listed for sale with Cushman and Wakefield. The Partnership has received acceptable offers from a qualified buyer for the Kings Manor and Park of Four Seasons communities. A Purchase and Sale Agreement is currently being negotiated. As a result of these actions, the Partnership has classified the Aztec Estates, Kings Manor and Park of Four Seasons communities and their associated financial results as “discontinued operations” and “asset held for sale” in the accompanying financial statements. The financial results for the Old Dutch Farms community have been classified as “continuing operations”, as no acceptable offers for purchase have been received.

(1) Total Revenue of $1,297,319 consisting of Rent Revenue of $1,125,109 and Other Revenue of $172,210; and (2) Total Operating Expenses of $2,188,431, consisting of Administrative Expenses of $385,734, Property Tax Expenses of $233,766, Utility Expenses of $124,599, Property Operation Expenses of $511,689, Depreciation Expense of $197,602 and Interest Expense of $735,041

On September 18, 2007, the Partnership sold its portfolio of Home Loan Contracts to Clayton Homes for 77% of their outstanding principal balance. These contracts were loans provided to residents for the purchase of home inventory. This transaction generated net cash proceeds of $119,149, and resulted in a loss of $35,611 on the portfolio, which has been reflected in the Statements of Operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 is effective for fiscal years beginning after December 15, 2006. This interpretation clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on various related matters such as derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have any impact on the Partnership’s financial position or results of operations.In September 2006, the Securities and Exchange Commission Staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 was issued to eliminate the diversity in practice surrounding how public companies quantify financial misstatements. SAB No. 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The adoption of SAB No. 108 did not have any impact on the Partnership’s financial position or results of operations.

The Partnership's capital resources consist primarily of its three manufactured housing communities and Aztec Estates. 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 part of the refinancing which occurred on August 11, 2006, this note has been defeased, which required the Partnership to establish an irrevocable defeasance trust through a successor borrower, by placing risk free treasury bills into the trust to fund this mortgage. This mortgage was fully paid off by the successor borrower from funds in the irrevocable defeasance trust on January 11, 2007.

On August 11, 2006, the Partnership refinanced its existing mortgage note payable and executed a new mortgage payable in the amount of $34,468,750 secured by the four properties of the Partnership. The mortgage note payable provides for future advances of $3,031,250, of which $2,319,643 has been advanced as of March 31, 2008. The note is payable in monthly installments of interest only through August 2010, at which time all outstanding principal is due. Interest on this note is accrued at a variable rate of 2.25% in excess of one month LIBOR, which was 5.31% as of March 31, 2008, and the balance on the note was $36,788,393. Maturity date on the loan is August 11, 2010 and the Partnership is currently in discussion with the lender to renegotiate the terms of this loan.

To reduce a portion of the risk relating to the variable interest rate, the Partnership has entered into an interest rate cap with a bank. The notional amount of the interest rate cap is $34,000,000. The strike rate is 7% based on the One month LIBOR index. The interest rate cap expires on September 1, 2008. The accounting for this agreement does not qualify for hedge accounting in accordance with the provisions of Financial Accounting Standards Board (“SFAS”) No. 133 Accounting for Derivative Instruments and Hedging Activities, thus, the change in fair value of the contract flows through the Statements of Operations. At March 31, 2008, the fair value of the contract was not material to the financial statements taken as a whole.

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. All four properties are now being actively marketed for sale. As of March 31, 2008, the Partnership’s cash balance amounted to $86,578. The level of cash balance maintained is at the discretion of the General Partner.

The Partnership currently holds a term loan with a bank in the original principal amount of $750,000 that matures in October 2010. The note is payable in monthly installments of $12,500 plus interest at a variable rate of 1.80% in excess of the one month LIBOR rate; the Partnership’s interest rate at March 31, 2008 was 4.50%. This term loan was undertaken for the cost of the sewer connection at Old Dutch Farms. As of March 31, 2008, the outstanding balance was $475,000.

Beginning with the October, 2007 payment, National City Bank agreed to defer the principal portion of the monthly payment as a result of Management’s efforts to conserve cash. The deferred principal payments will be due in October 2010. No additional interest charges were incurred as a result of the principal payment deferral. This deferral was achieved by having a principal of the General Partner personally guarantee the deferral note, receiving no compensation for the guaranty.

The partnership agreement provides for a quarterly Partnership Management Distribution to be made to the General Partner. For the quarter ended March 31, 2008, the Partnership Management Distribution was calculated to be $132,500, or one-fourth of 1.0% of the most recent appraised value of the properties held by the Partnership ($53,000,000 x ¼ %= $132,500). The payment of this distribution has been suspended to maintain cash flow.

In an effort to maintain cash reserves, the Partnership is carefully monitoring cash flow, and has taken measures to reduce certain expenditures. As mentioned previously, the HLC portfolio was sold, the term note with National City Bank was renegotiated and where possible, administrative and property operations expenses have been reduced.

	GROSS REVENUE Three months ended				NET OPERATING INCOME AND NETLOSS Three months ended

	3/31/2008		3/31/2007		3/31/2008			3/31/2007
Old Dutch Farms		155,417		173,157		47,318			57,574
Other Expenses						(555	)		(30,896	)
Interest Expense						(57,255	)		(83,259	)
Depreciation						(42,827	)		(43,790	)
Continuing Operations		155,417		173,157		(53,319	)		(100,371	)
Discontinued Operations		675,028		1,293,802		(370,615	)		(789,690	)
Partnership
Management		119		3,517		(99,972	)		(101,422	)
TOTAL:	$	830,564	$	1,470,476	$	(523,906	)	$	(991,483	)

Net Operating Income (“NOI”) is a non-GAAP financial measure equal to net income, the most comparable GAAP financial measure, plus depreciation, interest expense, partnership management expense, and other expenses. The Partnership believes that NOI is useful to investors and the Partnership’s management as an indication of the Partnership’s ability to service debt and pay cash distributions. NOI presented by the Partnership may not be comparable to NOI reported by other companies that define NOI differently, and should not be considered as an alternative to net income as an indication of performance or to cash flows as a measure of liquidity or ability to make distributions.

As described in the Statements of Operations, total operating expenses from continuing operations were $62,760 lower, moving from $273,528 to $210,768. Total operating expenses from discontinued operations were $1,044,729 lower, moving from $2,188,431 to $1,143,702. The decreases were mainly due to the closure of Aztec Estates, lower occupancy and management’s efforts to reduce administrative expenses, utility costs and other operating expenses within the Partnership’s control.

As a result of the aforementioned factors, the Partnership had a net loss from continuing operations of $55,351 for the first quarter of 2008 compared to a net loss of $100,371 for the same quarter of the prior year. In addition, a net loss from discontinued operations was $468,555 for the first quarter of 2008, compared to a net loss of $891,112 for the same quarter in 2007. Combined results show a net loss of $523,906 in 2008 compared to a net loss of $991,483 for 2007.

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.

In connection with the new mortgage debt, the Fund has entered into an interest rate cap with Fifth Third Bank to reduce a portion of the risk relating to the variable interest rate. The notional amount of the interest rate cap is $34,000,000. The strike rate is 7% based on the One Month LIBOR index. The interest rate cap expires on September 1, 2008.

Note Payable: The Partnership had a note payable in the amount of $37,500,000. Interest is accrued at a variable rate of 2.25% in excess of One Month LIBOR, which was 5.31% as of March 31, 2008. The outstanding balance of this note at March 31, 2008, was $36,788,393 and provides for future advances of $711,607. The availability of future advances is expected to be exhausted within six months based on current cash flow projections. As previously mentioned, management’s strategy to raise cash to satisfy its debt obligations consists of the sale of the four properties.

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 more than $200,000. As part of the refinance, the Partnership negotiated a variable interest rate which could expose the Partnership to higher interest expense if LIBOR were to increase dramatically. As previously described, the Partnership has entered into an interest rate cap to mitigate some of the variable rate interest exposure. Management does not expect it to have any effect on interest expense, absent some unforeseen economic event which, cannot be predicted.

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.

The Partnership May Not be Able to Generate Sufficient Working Capital to Fund its Operations. There can be no assurance that the Partnership will generate sufficient working capital from operations to operate the business or to fund distributions. Further, there can be no assurance that the Partnership will be able to borrow additional funds on terms favorable to the Partnership, if at all, to meet working capital needs or to make distributions to the Unit holders.

Real Estate Appraisals. The Partnership appraises its properties annually. Should the Partnership actually sell a property, the net cash proceeds from the sale may or may not correspond to the appraised value. In the event the appraised value exceeds the actual value, the Partnership’s ability to meet its obligations would be adversely affected.

Real Estate Investments. The Partnership’s investments are subject to the same risks generally incident to the ownership of real estate including: the uncertainty of cash flow to meet fixed or variable obligations, adverse changes in economic conditions, changes in the investment climate for real estate, adverse changes in local market conditions, changes in interest rates and the availability of mortgage funds or chattel financing, changes in real estate tax rates, governmental rules and regulations, acts of God and the inability to attract or retain residential tenants.

Residential real estate, including manufactured housing communities, is subject to adverse housing pattern changes and uses, vandalism, rent controls, rising operating costs and adverse changes in local market conditions such as a decrease in demand for residential housing due to a decrease in employment. State governments also often regulate the relationship between manufactured housing community owners and residents.

Furthermore, certain directors and officers of the General Partner are directors or officers of affiliates of the General Partner. Conflicts of interest may arise between the General Partner and its affiliates and the Unit holders. As a result of these conflicts, the General Partner may favor its own interests and the interests of its affiliates over the interests of the Unit holders.

Reliance on General Partner’s Direction and Management of the Properties. The success of the Partnership will, to a large extent, depend on the quality of the management of the Properties by the General Partner and affiliates of the General Partner and their collective judgment with respect to the operation, financing and disposition of the Properties. To the extent that the General Partner and its affiliates are unable to hire and retain quality management talent, the Partnership’s financial results and operations may be adversely affected.

Federal Income Tax Risks. Federal income tax considerations will affect materially the economic consequences of an investment in the Properties. The tax consequences of the Partnership’s activities are complex and subject to many uncertainties. Changes in the federal income tax laws or regulations may adversely affect the Partnership’s financial results and its ability to make distributions to the Unit holders. Additionally, the tax benefits enjoyed by the Unit holders may be reduced or eliminated.

Competition. The business of owning and operating residential manufactured housing communities is highly competitive. The Partnership competes with a number of established communities having greater financial resources. Moreover, there has been a trend for manufactured housing community residents to purchase home sites either collectively or individually. The Partnership’s inability to compete successfully with its competitors would adversely impact the Partnership’s financial results and operations.

Management and Control of Partnership Affairs. The General Partner is vested with full authority as to the general management and supervision of the business affairs of the Partnership. Except for certain voting rights in specific circumstances, the unit holders do not have the right to participate in the management of the Partnership or its operations.

10.

Uninsured Losses. The Partnership carries comprehensive insurance, including liability, fire and extended coverage, and rent loss insurance which is customarily obtained for real estate projects. There are certain types of losses, however, that may be uninsurable or not economically insurable such as certain damage caused by a hurricane. If such losses were to be incurred, the financial position and operations of the Partnership as well as the Partnership’s ability to make distributions would be adversely affected.

11.

Environmental Matters. Because the Partnership deals with real estate, it is subject to various federal, state and local environmental laws, rules and regulations. Changes in such laws, rules and regulations may cause the Partnership to incur increased costs of compliance which may have a material adverse effect on the operations of the Partnership and its ability to make distributions to Unit holders.

A Unit holder will be required to pay federal income taxes, and, in some cases, state and local income taxes on the Unit holder’s share of the Partnership’s taxable income, whether or not cash distributions are made by the Partnership. A Unit holder may not receive cash distributions from the Partnership equal to the holder’s share of taxable income or even equal to the tax liability which results from the Unit holder’s share of the Partnership’s taxable income.

13.

Going Concern. The Partnership will likely deplete its liquid resources before the end of fiscal year 2008 unless it is successful in selling one or more of its Properties. There can be no assurance, however, that management will be able to sell any of the properties. In addition, there is no assurance that Management will be able to comply with its existing debt requirements or raise additional debt capital either immediately or in the future. In the event that management is unable to raise additional capital form the sales of its properties or from additional financing, the Partnership may be forced to curtail or cease operations.

Exhibit 31.1	Principal Executive Officer Certification pursuant to Rule 13a-14(a)/15d- 14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 31.2	Principal Financial Officer Certification pursuant to Rule 13a-14(a)/15d- 14(a) of The Securities and Exchange Act of 1934, as amended

Exhibit 32.1	Certifications pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.

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

Large Accelerated filer o	Accelerated filer o

Non-accelerated filer x	Smaller reporting company o

	Total		Occupied		Occupancy			Average*
	Capacity		Sites		Rate			Rent

Aztec Estates		0		0		0	%	$	0
Kings Manor		314		165		53			565
Old Dutch Farms		293		102		35			450
Park of the Four Seasons		572		326		57			454

Total on 3/31/08:		1,179		593		50	%	$	490
Total on 3/31/07:		1,179		795		67	%	$	490

	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