March 27, 2000



United States
Securities and Exchange Commission
Washington, D.C.  20549


RE:   United Investors Income Properties
      Form 10-KSB
      File No. 0-17646


To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>




                  FORM 10-KSB--Annual or Transitional Report Under

                               Section 13 or 15(d)

                                   Form 10-KSB

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934
    [No Fee Required]

                    For the fiscal year ended December 31, 1999

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
    OF 1934
    [No Fee Required]

                  For the transition period _________to _________

                         Commission file number 0-17646

                         UNITED INVESTORS INCOME PROPERTIES
                   (Name of small business issuer in its charter)

         Missouri                                           43-1483942
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest

                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 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___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $1,814,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 1999. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                                     PART I

Item 1.     Description of Business

United  Investors  Income  Properties  (the  "Registrant" or  "Partnership"),  a
Missouri Limited  Partnership,  was organized as a limited partnership under the
laws of the State of Missouri on June 23, 1988.  The  Partnership is governed by
an Agreement of Limited  Partnership  dated July 27, 1988. United Investors Real
Estate, Inc., a Delaware corporation, is the sole general partner ("UIRE" or the
"General  Partner")  of  the  Partnership.  UIRE  was  wholly-owned  by  MAE  GP
Corporation  ("MAE GP").  Effective  February 25,  1998,  MAE GP was merged into
Insignia  Properties  Trust  ("IPT"),  a subsidiary of Apartment  Investment and
Management  Company  ("AIMCO").  Thus the General Partner is now wholly-owned by
AIMCO. The Partnership  Agreement  provides that the Partnership is to terminate
on December 31, 2018 unless terminated prior to such date.

Commencing  on or about May 4,  1988,  the  Partnership  offered  pursuant  to a
Registration Statement filed with the Securities and Exchange Commission ("SEC")
up to a maximum of 80,000 units of limited partnership interest (the "Units") at
$250 per Unit with a minimum  required  purchase of eight Units or $2,000  (four
Units or $1,000 for an  Individual  Retirement  Account).  The offering of Units
terminated May 4, 1990.  Upon  termination of the offering,  the Partnership had
accepted  subscriptions for 61,063 Units resulting in gross offering proceeds of
approximately  $15,266,000.  Since its initial offering,  the Registrant has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.

The  Partnership  was  engaged  in  the  business  of  acquiring  and  operating
multifamily  residential and commercial real estate  properties and other income
producing  real  estate.   The  Partnership   had  acquired  three   multifamily
residential  properties,  a medical office building,  and an interest in a joint
venture which owns a medical office  building.  The medical office  building and
the joint venture were sold December 30, 1999. The only remaining properties are
residential  properties.  These  remaining  properties are further  described in
"Item 2. Description of Properties" below.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the General Partner and by agents  retained by the General  Partner.
An affiliate of the General Partner has been providing such property  management
services.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate of the General  Partner in
such  market  area,  could have a material  effect on the rental  market for the
apartments  and the rents that may be  charged  for such  apartments.  While the
General  Partner and its affiliates  own and/or control a significant  number of
apartment  units in the United  States,  such units  represent an  insignificant
percentage of total apartment units in the United States and competition for the
apartments is local.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's  business is included in Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc.  ("Insignia") and IPT merged
into AIMCO, a publicly traded real estate investment trust, with AIMCO being the
surviving  corporation (the "Insignia Merger"). As a result, AIMCO acquired 100%
ownership interest in the General Partner.  The General Partner does not believe
that this  transaction has had or will have a material effect on the affairs and
operations of the Partnership.

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:
<TABLE>
<CAPTION>

                                     Date of
Property                             Purchase       Type of Ownership        Use
<S>                                  <C>              <C>                 <C>
Bronson Place Apartments             11/01/88          Fee simple         Apartment
  Mountlake Terrace, WA                                                   70 units
Defoors Crossing Apartments          05/01/89          Fee simple         Apartment
  Atlanta, GA                                                             60 units
Meadow Wood Apartments               10/02/89          Fee simple         Apartment
  Medford, OR                                                             85 units
</TABLE>

<PAGE>

Schedule of Properties:

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.
<TABLE>
<CAPTION>

                          Gross
                         Carrying     Accumulated   Useful                Federal
Property                   Value     Depreciation    Life     Method     Tax Basis
                             (in thousands)                           (in thousands)
<S>                       <C>           <C>        <C>                    <C>
Bronson Place             $ 3,632       $ 1,222    5-40 yrs    S/L        $ 2,335
Defoors Crossing            3,452         1,010    5-40 yrs    S/L          2,371
Meadow Wood                 3,751         1,119    5-40 yrs    S/L          2,599
        Totals            $10,835       $ 3,351                           $ 7,305
</TABLE>

See "Note A" of the financial statements in "Item 7. Financial Statements" for a
description  of the  Partnership's  depreciation  policy and "Note K - Change in
Accounting Principle".

Schedule of Rental Rates and Occupancy:

Average annual rental rates and occupancy for 1999 and 1998 for each property:

                                      Average Annual             Average Annual
                                        Rental Rate                 Occupancy
                                        (per unit)
Property                            1999           1998         1999        1998
Bronson Place                      $9,405         $8,911         93%         95%
Defoors Crossing                    9,335          9,158         95%         92%
Meadow Wood                         7,189          7,132         94%         89%

The  General  Partner  attributes  the  increased  occupancy  at Meadow Wood and
Defoors  Crossing   Apartments  to  improved  market  conditions  and  increased
marketing  efforts.  The  Atlanta,   Georgia  area  in  which  Defoors  Crossing
Apartments is located has had one of the best job formation rates in the country
which has helped to increase occupancy.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from other  residential  apartment  complexes in the  localities in
which they operate.  The General Partner believes that all of the properties are
adequately  insured.  Each  residential  property is an apartment  complex which
leases units for lease terms of one year or less. No  residential  tenant leases
10% or more of the available  rental space.  All of the  properties  are in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

<PAGE>

Schedule of Real Estate Taxes and Rates:

Real estate taxes and effective rates in 1999 for each property were:

                                                 1999            1999
                                                Billing          Rate
                                            (in thousands)
Bronson Place                                    $ 44            1.42%
Defoors Crossing                                   48            1.97%
Meadow Wood                                        55            1.41%

Capital Improvements:

Bronson Place

During the year ended December 31, 1999,  the  Partnership  spent  approximately
$88,000  on  capital  improvements  at  Bronson  Place  Apartments,   consisting
primarily of structural improvements,  electrical  improvements,  and carpet and
vinyl  replacements.   These  improvements  were  funded  from  cash  flow  from
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $300 per unit or  $21,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Defoors Crossing

During the year ended December 31, 1999,  the  Partnership  spent  approximately
$80,000  on capital  improvements  at Defoors  Crossing  Apartments,  consisting
primarily  of  carpet  and  vinyl  replacements  and  exterior  painting.  These
improvements  were funded from cash flow from  operations.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $18,000.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Meadow Wood

During the year ended December 31, 1999,  the  Partnership  spent  approximately
$63,000 on capital improvements at Meadow Wood Apartments,  consisting primarily
of carpet and vinyl replacements,  appliances, and air conditioning units. These
improvements  were funded from cash flow from  operations.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $25,500.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Item 3.     Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended  December 31, 1999, no matters were submitted to a vote
of Unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered 80,000 and sold
61,063 Limited Partnership Units during its offering period through May 4, 1990,
aggregating  approximately  $15,266,000.  The  Partnership  currently has 61,063
Limited Partnership Units outstanding and 1,542 holders of record. Affiliates of
the General  Partner  owned 11,695  Units or 19.152% at December  31,  1999.  No
public  trading  market has developed for the Units,  and it is not  anticipated
that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended  December 31, 1998 and 1999,  as well as for the  subsequent  period
from January 1, 2000 to February 29, 2000:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/98 - 12/31/98              $   617 (1)           $10.01
       01/01/99 - 12/31/99              $ 1,238 (1)           $20.08
       01/01/00 - 02/29/00              $ 1,209 (2)           $19.60

(1)   Distribution  was made from cash from operations (see "Item 6" for further
      details).

(2)   Consists of $206,000 of cash from  operations  and $1,003,000 of cash from
      the sales of Peachtree  Corners Medical  Building and Corinth Square Joint
      Venture (see "Item 6" for further details).

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the timing of financings
and/or property sales. The  Partnership's  distribution  policy is reviewed on a
quarterly  basis.  There can be no assurance,  however that the Partnership will
generate sufficient funds from operations after required capital improvements to
permit  any  additional  distributions  to its  partners  in the  year  2000  or
subsequent   periods.   See  "Item  2.   Description  of   Properties,   Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its  affiliates  currently own 11,695 limited
partnership  units in the  Partnership  representing  19.152% of the outstanding
units.  It is  possible  that  AIMCO  or its  affiliates  will  make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the  interest  of the  General  Partner  because  of their
affiliation with the General Partner.

Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operations.  Accordingly, actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The Partnership realized a net loss of approximately $540,000 for the year ended
December 31, 1999, compared to net income of approximately $566,000 for the year
ended December 31, 1998. (See "Note H" for a reconciliation  of these amounts to
the  Registrant's  Federal  taxable (loss)  income.) The increase in net loss is
primarily due to the impairment loss on and sale of the  discontinued  operation
of Peachtree  Corners Medical  Building in December 1999 as discussed below, and
the equity in the loss of the joint  venture  due to the sale of Corinth  Square
Joint Venture, as discussed below.

Excluding  the  discontinued  operations  and the  equity  in loss of the  joint
venture as  discussed  above,  the  Partnership  had net income from  continuing
operations of  approximately  $489,000 for both of the years ended  December 31,
1999 and 1998.  Net  income  remained  comparable  due to an  increase  in total
revenues which was offset by an increase in total expenses.

The increase in total revenues was due to increased  rental income and increased
other income.  Rental income increased primarily due to increased average rental
rates at all of the  Partnership's  properties and improved  occupancy at Meadow
Wood and Defoors  Crossing  Apartments  which more than  offset the  decrease in
occupancy at Bronson Place Apartments. The increase in other income is primarily
due to increased tenant charges at Bronson Place and Meadow Wood Apartments.

Total  expenses  increased for the year ended December 31, 1999 primarily due to
increased general and administrative expenses and depreciation expense.  General
and  administrative  expense  increased due to an increase in professional  fees
related  to  the  oversight  of  the   Partnership.   Included  in  general  and
administrative  expenses are reimbursements to the General Partner allowed under
the Partnership  Agreement  associated  with its management of the  Partnership.
Costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.  Depreciation  expense increased due to capital  improvements
completed during the past twelve months that are now being depreciated.

As a result of the sale of Peachtree  Corners Medical Building in December 1999,
as discussed  below,  the results of operations of Peachtree were  classified as
"Income from discontinued  operations" on the income statement.  The decrease in
net income  from  discontinued  operations  is due  primarily  to an increase in
administrative  expenses  due to an  appraisal  performed  at the  property  and
increased  legal  fees due to the sale of the  property  and  reduced  operating
expense recoveries from the tenants at Peachtree Corners Medical Building.

During the third quarter of 1999,  the  Partnership  determined  that  Peachtree
Corners Medical Building located in Atlanta,  Georgia,  with a carrying value of
approximately  $1,451,000,  was  impaired  and its  value  was  written  down by
approximately   $600,000.  The  fair  value  was  based  upon  current  economic
conditions  and  projected  future  operational  cash flows.  In December  1999,
Peachtree  Corners  Medical  Building  was  sold to an  unaffiliated  party  for
$700,000.  After payment of closing expenses, the net sales proceeds received by
the Partnership were approximately  $615,000.  For financial statement purposes,
the sale resulted in a loss of approximately $246,000.

Peachtree Corners Medical Building was the last commercial property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued  operations  and  loss on  sale  of  discontinued
operations.  Revenues of this property were approximately  $151,000 and $187,000
for 1999 and  1998,  respectively.  Income  from  discontinued  operations  were
approximately $7,000 and $57,000 for 1999 and 1998, respectively.

The  Partnership  had a 35% investment in Corinth  Square Joint Venture  ("Joint
Venture"). For the year ended December 31, 1999, the Partnership realized equity
in the loss on the sale of the joint venture property of approximately $209,000,
and  equity  in the  income  of  the  joint  venture  of  approximately  $19,000
(excluding  the loss on sale) and $20,000 for the years ended  December 31, 1999
and 1998 (see  "Note C -  Investment  in  Corinth  Square  Joint  Venture").  On
December 30, 1999, the Joint Venture sold its only investment property,  Corinth
Square,  to an  unaffiliated  third party.  The sale resulted in net proceeds of
approximately  $1,143,000 after payment of closing costs, resulting in a loss on
sale of approximately  $598,000.  The Partnership's  1999 pro-rata share of this
loss is approximately $209,000.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures, and it is consistent with industry practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
decrease the loss by approximately  $60,000 ($.97 per limited partnership unit).
The cumulative effect, had this been applied to prior periods,  is not material.
The  accounting  principle  change  will not have an effect on cash flow,  funds
available  for   distribution  or  fees  payable  to  the  General  Partner  and
affiliates.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of its  investment  properties to assess
the feasibility of increasing rents,  maintaining or increasing occupancy levels
and protecting the Partnership from increases in expense.  As part of this plan,
the  General  Partner  attempts to protect  the  Partnership  from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy  level.  Due to changing  market  conditions,  which can
result  in the  use of  rental  concessions  and  rental  reductions  to  offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,167,000  compared to  approximately  $928,000 at December  31,
1998. Cash and cash equivalents  increased by  approximately  $239,000 since the
Partnership's  year ended December 31, 1998, due to approximately  $1,053,000 of
cash  provided  by  operating  activities,  and  approximately  $424,000 of cash
provided by investing  activities  which was partially  offset by  approximately
$1,238,000  of cash used in  financing  activities.  Cash  provided by investing
activities  consisted  of proceeds  from the sale of Peachtree  Corners  Medical
Building and distributions  received from the joint venture which were partially
offset  by  property  improvements  and  replacements.  Cash  used in  financing
activities  consisted of  distributions  paid to the partners.  The  Partnership
invests its working capital reserves in money market accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $64,500.  Additional  improvements  may be considered  and will depend on the
physical  condition of the properties as well as anticipated cash flow generated
by the properties. The Partnership's current assets are thought to be sufficient
for any near-term needs (exclusive of capital improvements) of the Partnership.

The  Partnership  made  distributions  of  cash  generated  from  operations  of
approximately  $1,238,000  (approximately  $1,226,000 to the limited partners or
$20.08 per limited  partnership  unit) during the year ended  December 31, 1999.
Subsequent to December 31, 1999, the  Partnership  paid a  distribution  of cash
generated from the sale of Peachtree Corners Medical Building and Corinth Square
Joint Venture of approximately $1,003,000 (approximately $993,000 to the limited
partners or $16.26 per limited  partnership unit) and approximately  $206,000 of
cash generated from operations  (approximately  $204,000 to the limited partners
or $3.34 per limited partnership unit). During the year ended December 31, 1998,
the  Partnership  paid  distributions  of  cash  generated  from  operations  of
approximately $617,000 (approximately $611,000 to the limited partners or $10.01
per limited partnership unit). The Partnership's distribution policy is reviewed
on a quarterly basis. Future cash distributions will depend on the levels of net
cash generated  from  operations,  the  availability  of cash reserves,  and the
timing of financings and/or property sales. There can be no assurance,  however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  improvements  to permit any additional  distributions  to its
partners during the year 2000 or subsequent periods.

Tender Offer

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its  affiliates  currently own 11,695 limited
partnership  units in the  Partnership  representing  19.152% of the outstanding
units.  It is  possible  that  AIMCO  or its  affiliates  will  make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the  interest  of the  General  Partner  because  of their
affiliation with the General Partner.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the  General  Partner  and its  affiliates  for  management  and
administrative services ("Managing Agent"). Any of the Managing Agent's computer
programs or hardware that had  date-sensitive  software or embedded  chips might
have  recognized  a date using "00" as the year 1900  rather than the year 2000.
This  could  have  resulted  in a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

<PAGE>

Item 7.     Financial Statements

UNITED INVESTORS INCOME PROPERTIES

LIST OF FINANCIAL STATEMENTS

Independent Auditors' Report

Balance Sheet - December 31, 1999

Statements of Operations - Years ended December 31, 1999 and 1998

Statements of Changes in Partners'  (Deficit) Capital - Years ended December 31,
1999 and 1998

Statements of Cash Flows - Years ended December 31, 1999 and 1998

Notes to Financial Statements


<PAGE>


                          Independent Auditors' Report

The Partners

United Investors Income Properties

We have  audited  the  accompanying  balance  sheet of United  Investors  Income
Properties  (the  "Partnership")  as of  December  31,  1999,  and  the  related
statements of operations,  changes in partners' (deficit) capital and cash flows
for  each of the  years in the two  year  period  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Partnership as of December
31, 1999,  and the results of its  operations and its cash flows for each of the
years in the two year period then ended, in conformity  with generally  accepted
accounting principles.

As discussed in Note K to the financial statements,  the Partnership changed its
method of  accounting  to  capitalize  the cost of exterior  painting  and major
landscaping effective January 1, 1999.

/s/KPMG LLP

Greenville, South Carolina
February 25, 2000


<PAGE>

                       UNITED INVESTORS INCOME PROPERTIES

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>
Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,167
   Receivables and deposits                                                     154
   Due from affiliated partnership                                              400
   Other assets                                                                  38
   Investment properties (Note F):
      Land                                                    $ 1,522
      Buildings and related personal property                   9,313
                                                               10,835
      Less accumulated depreciation                            (3,351)        7,484

   Investment in joint venture (Note C)                                           9
                                                                            $ 9,252

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                           $  78
   Tenant security deposit liabilities                                           43
   Other liabilities                                                            103

Partners' (Deficit) Capital
   General partner                                             $ (41)
   Limited partners (61,063 units issued and
      outstanding)                                              9,069         9,028
                                                                            $ 9,252
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF OPERATIONS
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                                1999          1998
Revenues:                                                                  (restated)
<S>                                                           <C>           <C>
   Rental income                                              $ 1,675       $ 1,588
   Other income                                                   139           111
       Total revenues                                           1,814         1,699

Expenses:
   Operating                                                      663           652
   General and administrative                                     168            85
   Depreciation                                                   361           338
   Property taxes                                                 133           135
      Total expenses                                            1,325         1,210

Income before equity in (loss) income of joint venture
   and before discontinued operation                              489           489

Equity in (loss) income of joint venture                         (190)           20

Income before discontinued operation                              299           509

Income from discontinued operation                                  7            57
Impairment loss on discontinued operation                        (600)           --
Loss on sale of discontinued operation                           (246)           --

Net (loss) income                                              $ (540)       $  566

Net (loss) income allocated to general partner (1%)                (5)            6
Net (loss) income allocated to limited partners (99%)            (535)          560

                                                               $ (540)          566
 Per limited partnership unit:

   Income before discontinued operation                        $ 4.85        $ 8.25
   Income from discontinued operation                            0.11          0.92
   Impairment loss on discontinued operation                    (9.73)           --
   Loss on sale of discontinued operation                       (3.99)           --

Net (loss) income                                             $ (8.76)       $ 9.17

Distributions per limited partnership unit                    $ 20.08       $ 10.01
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                       UNITED INVESTORS INCOME PROPERTIES

                STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General    Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            61,063        $ --      $15,266    $15,266

Partners' (deficit) capital
   at December 31, 1997                   61,063       $ (24)     $10,881    $10,857

Distributions to partners                     --           (6)       (611)      (617)

Net income for the year ended
   December 31, 1998                          --            6         560        566

Partners' (deficit) capital at
   December 31, 1998                      61,063          (24)     10,830     10,806

Distributions to partners                     --          (12)     (1,226)    (1,238)

Net loss for the year
   ended December 31, 1999                    --           (5)       (535)      (540)

Partners' (deficit) capital
   at December 31, 1999                   61,063       $ (41)     $ 9,069    $ 9,028
</TABLE>

                 See Accompanying Notes to Financial Statements

<PAGE>

                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  1999        1998
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net (loss) income                                              $ (540)      $  566
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
   Equity in net loss (income) of joint venture                     190          (20)
   Depreciation                                                     425          402
   Impairment loss on discontinued operation                        600           --
   Loss on sale of discontinued operation                           246           --
   Amortization of lease commissions                                  7            7
   Change in accounts:
      Receivables and deposits                                       20          (18)
      Other assets                                                   19           (2)
      Accounts payable                                               53           13
      Tenant security deposit liabilities                           (16)           8
      Accrued property taxes                                         (7)           7
      Other liabilities                                              56            1

          Net cash provided by operating activities               1,053          964

Cash flows used in investing activities:
  Property improvements and replacements                           (231)        (147)
  Distributions from joint venture                                   40           --
  Proceeds from sale of discontinued operation                      615           --

          Net cash provided by (used in) investing
            activities                                              424         (147)

Cash flows used in financing activities:
  Distributions to partners                                      (1,238)        (617)

Net increase in cash and cash equivalents                           239          200

Cash and cash equivalents at beginning of year                      928          728

Cash and cash equivalents at end of year                        $ 1,167       $ 928

Supplemental disclosure of non-cash activity:
  Sale of joint venture in exchange for receivable
  from affiliate                                                 $ 400        $ --
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                       UNITED INVESTORS INCOME PROPERTIES

                          Notes to Financial Statements

                                December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization:   United  Investors  Income   Properties  (the   "Partnership"  or
"Registrant"),  a Missouri Limited Partnership, was organized in June 1988, with
the  initial  group  of  limited  partners  being  admitted  on July  27,  1988.
Additional  partners  were  admitted  through May 1990.  United  Investors  Real
Estate, Inc., a Delaware Corporation, is the sole general partner ("UIRE" or the
"General  Partner")  of  the  Partnership.  UIRE  was  wholly-owned  by  MAE  GP
Corporation  ("MAE GP").  Effective  February 25,  1998,  MAE GP was merged into
Insignia  Properties  Trust  ("IPT"),  a subsidiary of Apartment  Investment and
Management Company ("AIMCO"). Thus, the General Partner is a subsidiary of AIMCO
(see "Note B - Transfer of Control").  The Partnership Agreement states that the
Partnership  is to terminate on December 31, 2018,  unless  terminated  prior to
such date. As of December 31, 1999,  the  Partnership  operates two  residential
properties in the northwest and one residential property in the south.

Cash and cash  equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Allocations  of  profits,  losses  and  distributions:  In  accordance  with the
partnership agreement, all profits, losses and distributions are to be allocated
1% to the General Partner and 99% to the limited partners.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  Deposits  are  refunded  when the  tenant  vacates,
provided  the  tenant  has not  damaged  its space and is  current on its rental
payments.

Investment   Properties:   Investment  properties  consist  of  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate.  In accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
Costs of investment  properties  that have been  permanently  impaired have been
written down to appraisal or estimated  fair market  value.  No  adjustment  for
impairment of value was recorded in the year ended December 31, 1998. During the
year ended December 31, 1999, the Partnership  determined that Peachtree Corners
Medical  Building  located  in  Atlanta,  Georgia,  with  a  carrying  value  of
approximately  $1,451,000,  was  impaired  and its  value  was  written  down by
approximately   $600,000.  The  fair  value  was  based  upon  current  economic
conditions and projected future operational cash flows. The property was sold on
December  30,  1999  (see  "Note E -  Impairment  Loss and Sale of  Discontinued
Operation").

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after March 15, 1984,  and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 5 years.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (see Note K).

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying amount of its financial  instruments  approximates  their fair
value due to the short term maturity of these instruments.

Leases:  The Partnership  leases its  residential  properties  under  short-term
operating  leases.  Lease terms are generally one year or less in duration.  The
Partnership  recognizes income as earned on its leases. In addition, the General
Partner's  policy is to offer  rental  concessions  during  periods of declining
occupancy or in response to heavy  competition  from other similar  complexes in
the area. Concessions are charged against rental income as incurred.

Uses of Estimates:  The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  expense  for its  residential  properties,  included  in  operating
expense, was approximately  $37,000 and $38,000 for the years ended December 31,
1999 and 1998, respectively.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers (see "Note I" for detailed disclosure of the Partnership's segments).

Reclassifications:   Certain  reclassifications  have  been  made  to  the  1998
information to conform to the 1999 presentation.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc. and IPT merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Note C - Investment in Corinth Square Joint Venture

The  Partnership  had a 35% investment in Corinth  Square Joint Venture  ("Joint
Venture") with United Investors Income Properties II, an affiliated  partnership
in which the General Partner is also the sole general  partner.  The Partnership
reflects its interest in the Joint Venture utilizing the equity method,  whereby
the original investment is increased by advances to the Joint Venture and by the
Partnership's  share of the earnings of the Joint  Venture.  The  investment  is
decreased by distributions from the Joint Venture and by the Partnership's share
of losses of the Joint Venture.

On December  30, 1999,  the Joint  Venture  sold its only  investment  property,
Corinth  Square,  to an  unaffiliated  third  party.  The sale  resulted  in net
proceeds of approximately  $1,143,000 after payment of closing costs,  resulting
in a loss on sale of approximately  $598,000.  The  Partnership's  1999 pro-rata
share of this loss is approximately  $209,000. The net proceeds were received by
United Investors Income  Properties II, of which  approximately  $400,000 is the
Partnership's  pro-rata  share.  This  amount  has been  recorded  as "Due  from
affiliated  partnership"  in the  accompanying  balance sheet as of December 31,
1999 and was received by the Partnership in January 2000.

Condensed  balance sheet  information of the Joint Venture at December 31, 1999,
is as follows (in thousands):

      Assets
      Cash                                                $ 91
      Other assets                                           9
         Total                                            $100

      Liabilities and Partners' Capital
      Other Liabilities                                   $ 75
      Partners' capital                                     25
         Total                                            $100


The condensed profit and loss statement of the Joint Venture for the years ended
December 31, 1999 and 1998 is summarized as follows (in thousands):

                                         1999          1998
Revenue                                 $ 378        $  375
Costs and expenses                       (323)         (317)

Income before loss on sale of
  property                                 55            58
Loss on sale of property                 (598)           --
Net (loss) income                      $ (543)        $  58

The  Partnership's  35%  equity  interest  in the loss on the sale of the  Joint
Venture  property  for the year  ended  December  31,  1999,  was  approximately
$209,000.  The equity  interest in the income of the Joint Venture for the years
ended  December  31,  1999 and  1998  was  approximately  $19,000  and  $20,000,
respectively.

Note D - Distributions

During the year ended  December  31,  1999,  the  Partnership  distributed  cash
generated from operations of approximately $1,238,000  (approximately $1,226,000
to the limited partners or $20.08 per limited  partnership unit).  Subsequent to
December 31, 1999, the  Partnership  paid a distribution  of cash generated from
the sale of Peachtree  Corners Medical Building and Corinth Square Joint Venture
of approximately  $1,003,000  (approximately $993,000 to the limited partners or
$16.26  per  limited  partnership  unit)  and  approximately  $206,000  of  cash
generated from  operations  (approximately  $204,000 to the limited  partners or
$3.34 per limited  partnership  unit).  During the year ended December 31, 1998,
the  Partnership  made  distributions  of  cash  generated  from  operations  of
approximately $617,000 (approximately $611,000 to the limited partners or $10.01
per limited partnership unit).

Note E - Impairment Loss and Sale of Discontinued Operation

During the year ended December 31, 1999,  the  Partnership  determined  that the
Peachtree Corners Medical Building located in Atlanta,  Georgia, with a carrying
value of  approximately,  $1,451,000 was impaired and its value was written down
by  approximately  $600,000.  The fair  value was based  upon  current  economic
conditions and projected future operational cash flows.

In December 1999, Peachtree Corners Medical Building was sold to an unaffiliated
party for $700,000.  After payment of closing  expenses,  the net sales proceeds
received by the Partnership were approximately $615,000. For financial statement
purposes, the sale resulted in a loss of approximately $246,000.

The following  unaudited  pro-forma  information  reflects the operations of the
Partnership  for the years ended  December  31, 1999 and 1998,  as if  Peachtree
Corners Medical  Building and Corinth Square Joint Venture had been sold January
1, 1998.

                                                  1999                1998
                                            (in thousands, except per unit data)
    Revenues                                     $1,814              $1,699
    Net income                                      489                 489
    Income per limited partnership unit            7.93                7.93

Peachtree Corners Medical Building was the last commercial property owned by the
Partnership and represented one segment of the Partnership's operations.  Due to
the sale of this property, the results of the commercial segment have been shown
as  income  from  discontinued  operations  and  loss on  sale  of  discontinued
operations.  Revenues of this property were approximately  $151,000 and $187,000
for 1999 and 1998,  respectively.  Income  from  operations  were  approximately
$7,000 and $57,000 for 1999 and 1998, respectively.


<PAGE>


Note F - Real Estate and Accumulated Depreciation

                                       Initial Cost
                                      To Partnership
                                               Buildings       Net Costs
                                              and Related     Capitalized
                                               Personal      Subsequent to
Description                         Land       Property       Acquisition
                                      (in thousands)        (in thousands)

Bronson Place Apartments           $  501       $ 2,568           $ 563
Defoors Crossing Apartments           520         2,480             452
Meadow Wood Apartments                501         2,884             366

            Totals                $ 1,522       $ 7,932         $ 1,381

<TABLE>
<CAPTION>

                     Gross Amount At Which
                           Carried
                     At December 31, 1999
                        (in thousands)
                           Buildings
                          And Related
                           Personal            Accumulated     Date of      Date    Depreciable
Description        Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                              (in thousands)
<S>                <C>      <C>       <C>        <C>             <C>      <C>         <C>
Bronson Place      $ 501    $ 3,131   $ 3,632    $ 1,222         1988     11/01/88     5-40
Defoors Crossing      520     2,932     3,452      1,010         1988     05/01/89     5-40
Meadow Wood           501     3,250     3,751      1,119         1988     10/02/89     5-40

     Totals       $ 1,522   $ 9,313   $10,835    $ 3,351
</TABLE>

<PAGE>


Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                  1999         1998
                                                   (in thousands)
   Investment Properties
   Balance at beginning of year                  $12,513      $12,366
      Property improvements                          231          147
      Impairment loss on discontinued
        operation                                   (600)          --
      Sale of discontinued operation              (1,309)          --
   Balance at end of year                        $10,835      $12,513

   Accumulated Depreciation
   Balance at beginning of year                  $ 3,400      $ 2,998
      Amounts charged to expense                     361          402
      Sale of discontinued operation                (410)          --
   Balance at end of year                        $ 3,351      $ 3,400

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  1999 and 1998,  is  approximately  $10,952,000  and  $12,652,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 1999 and 1998,  is  approximately  $3,323,000  and  $3,337,000,
respectively.

Note G - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  The  following  payments  were made to  affiliates  of the General
Partner during the years ended December 31, 1999 and 1998:

                                                              1999       1998
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                      $ 90       $ 88
   Reimbursement for services of affiliates (included
     in general and administrative expenses)                    38         38

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Partnership's  residential  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$90,000  and  $84,000  for  the  years  ended   December   31,  1999  and  1998,
respectively. During the nine months ended September 30, 1998, affiliates of the
General Partner were entitled to varying  percentages of gross receipts from the
Partnership's  commercial  property as  compensation  for  providing  management
services. These services were performed by affiliates of the General Partner for
the nine  months  ended  September  30,  1998,  and were  approximately  $4,000.
Effective  October 1, 1998 (the  effective date of the Insignia  Merger),  these
services for the commercial property were provided by an unrelated party.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $38,000 for both of the years
ended December 31, 1999 and 1998.

For  acting as real  estate  broker  in  connection  with the sale of  Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately $21,000. The commission was accrued at December 31, 1999. However,
this amount is not payable until the limited partners receive an amount equal to
their adjusted  capital  investment and cumulative  distribution  equal to an 8%
annual  return  from the last  additional  closing  date or,  if  greater,  a 6%
cumulative annual return from his date of admission to the Partnership.

The net proceeds from the sale of Corinth Square (see "Note C") were received by
United  Investors Income  Properties II, an affiliated  partnership in which the
General Partner is also the sole General  Partner.  The  Partnership's  pro-rata
share of the net  proceeds  is  approximately  $400,000.  This  amount  has been
recorded as "Due from affiliated  partnership" in the accompanying balance sheet
as of December 31, 1999 and was received in January 2000.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its  affiliates  currently own 11,695 limited
partnership  units in the  Partnership  representing  19.152% of the outstanding
units.  It is  possible  that  AIMCO  or its  affiliates  will  make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the  interest  of the  General  Partner  because  of their
affiliation with the General Partner.

Note H - Income Taxes

The Partnership  received a ruling from the Internal  Revenue Service that it is
to be classified as a partnership for Federal income tax purposes.  Accordingly,
no  provision  for  income  taxes  is made in the  financial  statements  of the
Partnership. Taxable income or loss of the Partnership is reported in the income
tax returns of its partners.

The following is a  reconciliation  between net (loss) income as reported in the
financial statements and Federal taxable (loss) income allocated to the partners
in the  Partnership's  tax return for the years ended December 31, 1999 and 1998
(in thousands, except unit data):

                                                       1999        1998
      Net (loss) income as reported                   $ (540)     $ 566
      Add (deduct):
         Deferred revenue and other liabilities            6         (2)
         Depreciation differences                        (29)        15
         Accrued expenses                                 --        (21)

      Federal taxable (loss) income                   $ (563)     $ 558

      Federal taxable (loss) income per limited
         partnership unit                             $(9.13)     $9.05

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 1999 (in thousands):

      Net assets as reported                                $ 9,028
      Differences in basis of assets and liabilities
         Deferred revenue and other liabilities                  10
         Accumulated depreciation                                27
         Commercial property at cost                            117
         Deferred charges and other assets                       --
         Other                                                  (46)
         Syndication costs                                    1,902

      Net assets - tax basis                                $11,038


Note I - Segment Reporting

At December 31, 1999, the  Partnership had one reportable  segment:  residential
properties.  The Partnership's  residential  segment consists of three apartment
complexes  located in  Mountlake  Terrace,  Washington;  Atlanta,  Georgia;  and
Medford, Oregon. The Partnership rents apartment units to tenants for terms that
are typically twelve months or less. The commercial  property segment  consisted
of a medical  building  located in Atlanta,  Georgia.  On December 30, 1999, the
commercial  property  held by the  Partnership  was sold to an unrelated  party.
Therefore,  the commercial segment is reflected as discontinued  operations (see
"Note E -  Impairment  Loss  and Sale of  Discontinued  Operation"  for  further
discussion regarding the commercial sale).

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those described in the summary of significant accounting policies.

The  Partnership's  reportable  segments are  investment  properties  that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.


<PAGE>


Segment  information  for the years ended December 31, 1999 and 1998 is shown in
the  tables  below (in  thousands).  The  "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segments.
<TABLE>
<CAPTION>

                1999                   Residential    Commercial      Other     Totals
                                                    (discontinued)
<S>                                      <C>             <C>           <C>      <C>
Rental income                            $1,675          $ --          $ --     $1,675
Other income                                116             --            23       139
Depreciation                                361             --            --       361
General and administrative expense           --             --           168       168
Income from discontinued
  operation                                  --              7            --         7
Impairment loss on discontinued
  operation                                  --           (600)           --      (600)
Loss on sale of discontinued
  operation                                  --           (246)           --      (246)
Equity in loss of joint venture              --             --          (190)     (190)
Segment profit (loss)                       634           (839)         (335)     (540)
Total assets                              8,041             --         1,211     9,252
Capital expenditures for
  investment properties                     231              --           --       231
</TABLE>


<TABLE>
<CAPTION>

                1998                   Residential    Commercial      Other     Totals
                                                    (discontinued)
<S>                                      <C>             <C>           <C>      <C>
Rental income                            $ 1,588         $ --          $ --     $ 1,588
Other income                                  84             --           27        111
Depreciation                                 338             --           --        338
General and administrative expense            --             --           85         85
Income from discontinued
  operation                                   --             57           --         57
Equity in income of joint venture             --             --           20         20
Segment profit (loss)                        547             57          (38)       566
Total assets                               7,920          1,625        1,399     10,944
Capital expenditures for
  investment properties                      128             19           --        147
</TABLE>

Note J - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Note K - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
decrease the loss by approximately  $60,000 ($.97 per limited partnership unit).
The cumulative effect, had this been applied to prior periods,  is not material.
The  accounting  principle  change  will not have an effect on cash flow,  funds
available  for   distribution  or  fees  payable  to  the  General  Partner  and
affiliates.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

Effective  September 23, 1998,  the Registrant  dismissed its prior  Independent
Auditors, Deloitte & Touche LLP ("Deloitte") and retained as its new Independent
Auditors,  KPMG LLP. Deloitte's Independent Auditor's Report on the Registrant's
financial  statements  for the  calendar  year ended  December  31, 1997 did not
contain an adverse opinion or a disclaimer of opinion,  and was not qualified or
modified as to uncertainty,  audit scope or accounting principles.  The decision
to change Independent  Auditors was approved by the General Partner's Directors.
During the calendar year ended 1997 and through  September 23, 1998,  there were
no disagreements between the Registrant and Deloitte on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope of
procedure which  disagreements  if not resolved to the satisfaction of Deloitte,
would  have  caused  it  to  make  references  to  the  subject  matter  of  the
disagreements in connection with its reports.

Effective September 23, 1998, the Registrant engaged KPMG LLP as its Independent
Auditors. During the last two calendar years and through September 23, 1998, the
Registrant  did not consult KPMG LLP  regarding any of the matters or events set
forth in Item 304 (a) (2) (i) and (ii) of Regulation S-B.

During the calendar year ended  December 31, 1999,  there were no  disagreements
between the  Registrant  and KPMG LLP on any matter of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedures.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
        with Section 16(a) of the Exchange Act

United Investors Income Properties (the "Registrant" or the  "Partnership")  has
no officers or directors.  The names of the directors and executive  officers of
United Investors Real Estate, Inc. ("UIRE" or the "General Partner"), their ages
and the nature of all positions  with UIRE  presently held by them are set forth
below.  There are no family  relationships  between  or among any  officers  and
directors.

      Name                 Age    Position

      Patrick J. Foye       42    Executive Vice President and Director

      Martha L. Long        40    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner and AIMCO since October 1998, as a result of the acquisition of Insignia
Financial Group,  Inc. From June 1994 until January 1997, she was the Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.

Item 10.    Executive Compensation

No  remuneration  was paid by the  Partnership to any officer or director of the
General Partner during the year ended December 31, 1999.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 1999.

               Entity                   Number of Units      Percentage

United Investors Real Estate Inc.               950             1.556%
  (an affiliate of AIMCO)
Insignia Properties LP                           88             0.144%
  (an affiliate of AIMCO)
AIMCO Properties LP                          10,657            17.452%
  (an affiliate of AIMCO)

United Investors Real Estate Inc. and Insignia Properties LP are both indirectly
ultimately  owned  by  AIMCO.  Their  business  address  is  55  Beattie  Place,
Greenville, South Carolina 29602.

AIMCO Properties LP is indirectly  ultimately  controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  The  following  payments  were made to  affiliates  of the General
Partner during the years ended December 31, 1999 and 1998:

                                                              1999       1998
                                                              (in thousands)
   Property management fees                                   $ 90       $ 88
   Reimbursement for services of affiliates                     38         38

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Partnership's  residential  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$90,000  and  $84,000  for  the  years  ended   December   31,  1999  and  1998,
respectively. During the nine months ended September 30, 1998, affiliates of the
General Partner were entitled to varying  percentages of gross receipts from the
Partnership's  commercial  property as  compensation  for  providing  management
services. These services were performed by affiliates of the General Partner for
the nine  months  ended  September  30,  1998,  and were  approximately  $4,000.
Effective  October 1, 1998 (the  effective date of the Insignia  Merger),  these
services for the commercial property were provided by an unrelated party.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $38,000 for both of the years
ended December 31, 1999 and 1998.

For  acting as real  estate  broker  in  connection  with the sale of  Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately $21,000. The commission was accrued at December 31, 1999. However,
this amount is not payable until the limited partners receive an amount equal to
their adjusted  capital  investment and cumulative  distribution  equal to an 8%
annual  return  from the last  additional  closing  date or,  if  greater,  a 6%
cumulative annual return from his date of admission to the Partnership.

The net  proceeds  from the sale of  Corinth  Square  were  received  by  United
Investors Income  Properties II, an affiliated  Partnership in which the General
Partner is also the sole General Partner.  The  Partnership's  pro-rata share of
the net proceeds is  approximately  $400,000.  This amount has been  recorded as
"Due from  affiliated  partnership"  as of December 31, 1999 and was received in
January 2000.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the years ended December 31, 1999 and 1998. As a result
of these tender offers,  AIMCO and its  affiliates  currently own 11,695 limited
partnership  units in the  Partnership  representing  19.152% of the outstanding
units.  It is  possible  that  AIMCO  or its  affiliates  will  make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable  to the  interest  of the  General  Partner  because  of their
affiliation with the General Partner.


<PAGE>

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            Exhibit 18, Independent Accountants' Preferability Letter for Change
            in Accounting Principle, is filed as an exhibit to this report.

            Exhibit 27, Financial Data Schedule,  is filed as an exhibit to this
            report.

      (b)   Reports on Form 8-K filed during the fourth quarter of calendar year
            1999:

            None.



<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    UNITED INVESTORS INCOME PROPERTIES

                                    By:   United Investors Real Estate, Inc.
                                          Its General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director

/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller

<PAGE>

                                INDEX TO EXHIBITS

   Exhibit

1    Form of Dealer Manager Agreement between the General Partner and the Dealer
     Manager,  including Form of Soliciting  Broker  Agreement;  incorporated by
     reference to Exhibit 1 to Partnership's Amendment to Registration Statement
     (File No. 33-20350) previously filed on May 2, 1988.

1.1  Amendment to Dealer Manager Agreement; incorporated by reference to Exhibit
     1.1  to  Post-Effective  Amendment  No.  2  to  Partnership's  Registration
     Statement previously filed on March 21, 1989.

4.1  Form of  Subscription  Agreement;  incorporated by reference as part of the
     Prospectus  of  Partnership   contained  in   Partnership's   Amendment  to
     Registration Statement previously filed on May 2, 1988.

4.2  Form of Agreement of Limited  Partnership of  Partnership;  incorporated by
     reference  as  part  of  the   Prospectus  of   Partnership   contained  in
     Partnership's  Amendment to Registration  Statement previously filed on May
     2, 1988.

4.3  Tenth  Amendment  to  Agreement  of  Limited  Partnership  of  Partnership;
     incorporated by reference to Exhibit 4.3 to Partnership's  Quarterly Report
     on Form 10-Q previously filed on May 15, 1989.

10.1 Escrow  Agreement among the Partnership,  the General  Partner,  the Dealer
     Manager, and Boston Safe Deposit & Trust Company; incorporated by reference
     to  Exhibit  10.1 to  Partnership's  Amendment  to  Registration  Statement
     previously filed on May 2, 1988.

10.1.1 Amendment  to Escrow  Agreement;  incorporated  by  reference  to Exhibit
     10.1.1 to  Post-Effective  Amendment  No. 5 to  Partnership's  Registration
     Statement previously filed on October 19, 1989.

10.2 Agreement  of  Purchase  and Sale,  dated  June 22,  1988,  between  United
     Investors  Real  Estate,  Inc.,  as  nominee  for United  Investors  Income
     Properties,  as purchaser, and Nilsen/Bay Ridge Development,  Inc. and MBIV
     Development, as seller, relating to Bronson Place Apartments;  incorporated
     by reference to Exhibit 10.1 to Partnership's Quarterly Report on Form 10-Q
     previously filed on August 11, 1988.

10.3 Agreement of Purchase and Sale,  dated  October 20,  1988,  between  United
     Investors Real Estate, Inc., as purchaser, and Defoors Crossing Associates,
     Ltd., as seller,  relating to Defoors Crossing  Apartments,  and amendments
     thereto;  incorporated  by  reference  to  Exhibit  10.3 to  Post-Effective
     Amendment No.1 to Partnership's  Registration Statement previously filed on
     February 1, 1989.

10.4 Agreement  of  Purchase  and Sale,  dated  June 29,  1989,  between  United
     Investors Real Estate,  Inc., as purchaser and CMW  Properties,  as seller,
     relating to Meadow Wood Apartments, and amendments thereto; incorporated by
     reference  to  Exhibit  10.4 to  Partnership's  Current  Report on Form 8-K
     previously filed on October 17, 1989.

10.5 Agreement of Purchase and Sale,  dated  December 21, 1989,  between  United
     Investors Real Estate, Inc., as purchaser, and Corners Medical Group, Inc.,
     as seller,  relating to Peachtree Corners Medical Building,  and amendments
     thereto;  incorporated  by  reference  to  Exhibit  10.5  to  Partnership's
     Quarterly Report on Form 10-Q previously filed on May 15, 1990.

10.6 Agreement  of  Purchase  and Sale,  dated  June 29,  1990,  between  United
     Investors  Real Estate,  Inc.,  as purchaser,  and American Fire  Sprinkler
     Corporation,  as seller,  relating to Corinth Square Professional Building;
     incorporated by reference to Exhibit 10.6 to Partnership's Quarterly Report
     on Form 10-Q previously filed on August 15, 1990.

10.7 Agreement of Joint Venture of Corinth  Square  Associates  dated October 1,
     1990,  between the Partnership and United Investors  Income  Properties II;
     incorporated by reference to Exhibit 4.4 to Partnership's Current Report on
     Form 8-K previously filed on October 23, 1990.

10.8 Stock Purchase  Agreement  dated December 4, 1992,  showing the purchase of
     100% of the outstanding stock of United Investors Real Estate,  Inc. by MAE
     GP Corporation;  incorporated by reference to Exhibit 10.8 to Partnership's
     Current Report on Form 8-K previously filed on December 31, 1992.

10.9 Purchase and Sale Contract between Registrant and Cadle's Peachtree Medical
     Building, an Ohio Limited Liability Company, dated December 30, 1999.

10.10Addendum to  Purchase  and Sale  Contract  between  Registrant  and Cadle's
     Peachtree  Medical  Building,  an Ohio  Limited  Liability  Company,  dated
     December 30, 1999.

10.11Purchase and Sale Contract between Corinth Square  Associates and The Cadle
     Company,  an Ohio Corporation,  dated December 30, 1999 relating to Corinth
     Square Professional Building.

10.12Addendum to Purchase and Sale Contract  between  Corinth Square  Associates
     and The  Cadle  Company,  an Ohio  Corporation,  dated  December  30,  1999
     relating to Corinth Square Professional Building.

16   Letter  dated  October  1, 1998  from the  Registrant's  former  accountant
     incorporated  by reference to Exhibit (c) filed with  Registrant's  Current
     Report on Form 8-K/A dated September 23, 1998.

18   Independent  Accountants'  Preferability  Letter for  Change in  Accounting
     Principle.

27   Financial Data Schedule


<PAGE>






                                                                      Exhibit 18

February 25, 2000


Mr. Patrick J. Foye
Executive Vice President
United Investors Real Estate, Inc.
General Partner of United Investors Income Properties
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note  K of  Notes  to  the  Financial  Statements  of  United  Investors  Income
Properties  included  in its Form  10-KSB for the year ended  December  31, 1999
describes a change in the method of accounting to capitalize  exterior  painting
and major landscaping,  which would have been expensed under the old policy. You
have advised us that you believe  that the change is to a  preferable  method in
your  circumstances  because it provides a better  matching of expenses with the
related benefit of the  expenditures  and is consistent with policies  currently
being used by your industry and conforms to the policies of the General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                              Very truly yours,
                                                                    /s/KPMG LLP