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, 2000

[ ]  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.  $1,832,000

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, 2000. 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 owned 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

Bronson Place Apartments             11/01/88          Fee simple         Apartment
<S>                                                                       <C>
  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>

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             $ 3,687       $ 1,349    5-40 yrs    S/L        $ 2,461
Defoors Crossing            3,473         1,129    5-40 yrs    S/L          2,311
Meadow Wood                 3,826         1,260    5-40 yrs    S/L          2,564
        Totals            $10,986       $ 3,738                           $ 7,336
</TABLE>

See "Note A" of the financial statements in "Item 7. Financial Statements" for a
description of the Partnership's depreciation policy.

Schedule of Rental Rates and Occupancy

Average annual rental rates and occupancy for 2000 and 1999 for each property:

                                      Average Annual             Average Annual
                                        Rental Rate                 Occupancy
                                        (per unit)
Property                            2000           1999         2000        1999
Bronson Place Apartments           $9,629         $9,405         92%         93%
Defoors Crossing Apartments         9,483          9,335         95%         95%
Meadow Wood Apartments              7,408          7,189         97%         94%

The General Partner attributes the increased occupancy at Meadow Wood Apartments
to  increased  advertising  and move in  incentives  and  exterior  improvements
completed to increase the curb appeal of the property.

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.

Schedule of Real Estate Taxes and Rates

Real estate taxes and effective rates in 2000 for each property were:

                                                 2000            2000
                                                Billing          Rate
                                            (in thousands)
Bronson Place Apartments                         $ 53            1.32%
Defoors Crossing Apartments                        52            1.59%
Meadow Wood Apartments                             56            1.44%

Capital Improvements

Bronson Place

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$55,000  on  capital  improvements  at  Bronson  Place  Apartments,   consisting
primarily of structural improvements,  appliances,  plumbing upgrades, clubhouse
renovations,  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 $275 per unit or $19,250.  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, 2000,  the  Partnership  spent  approximately
$21,000  on capital  improvements  at Defoors  Crossing  Apartments,  consisting
primarily  of  carpet  and  vinyl  replacements,  swimming  pool  upgrades,  and
appliances.  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 $275 per unit or $16,500.  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.

Meadow Wood

During the year ended December 31, 2000,  the  Partnership  spent  approximately
$75,000 on capital improvements at Meadow Wood Apartments,  consisting primarily
of carpet and vinyl  replacements,  appliances,  and parking  lot  improvements.
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 $275 per unit
or $23,375.  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, 2000, no matters were submitted to a vote
of Unit holders through the solicitation of proxies or otherwise.

                                     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 1,454 holders of record. Affiliates of
the General Partner owned 14,447 Units or 23.66% at December 31, 2000. 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, 1999 and 2000, and subsequent to December 31, 2000 (see
"Item 6" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/99 - 12/31/99              $ 1,238 (1)           $20.08
       01/01/00 - 12/31/00                1,992 (2)            32.29
      Subsequent to 12/31/00                286 (1)             4.63

(1)   Distribution was made from cash from operations.

(2)   Consists of $989,000 of cash from  operations  and $1,003,000 of cash from
      the sales of Peachtree  Corners Medical  Building and Corinth Square Joint
      Venture.

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  2001  or
subsequent   periods.   See  "Item  2.   Description  of   Properties,   Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 14,447 limited partnership
units in the Partnership  representing 23.66% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  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,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  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 net income of approximately $468,000 for the year ended
December 31, 2000, compared to a net loss of approximately $540,000 for the year
ended  December 31, 1999. The increase in net income for the year ended December
31,  2000,  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 on December 30, 1999, as discussed below.

Excluding  the sale and the  operations  of the  discontinued  operation and the
equity in income  (loss) of the joint  venture,  the  Partnership  had income of
approximately  $463,000 and  $489,000 for the years ended  December 31, 2000 and
1999,  respectively.  Income  decreased  due to an  increase  in total  expenses
partially offset by an increase in total revenues.

Total  expenses  increased for the year ended December 31, 2000 primarily due to
increased  depreciation,   property  tax,  and  operating  expenses  which  were
partially offset by decreased general and administrative expenses.  Depreciation
expense increased due to capital  improvements  completed during the past twelve
months.  Property tax expense  increased due to a tax refund  received by Meadow
Wood  Apartments  in 1999.  Operating  expenses  increased due to an increase in
advertising  at Bronson Place  Apartments  and Defoors  Crossing  Apartments and
increased  maintenance  expenses  at  Bronson  Place  Apartments.   General  and
administrative  expense decreased for the year ended December 31, 2000 primarily
due  to a  decrease  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.

The increase in total  revenues for the year ended  December 31, 2000 was due to
an increase in rental income, which was partially offset by a slight decrease in
other income.  Rental income increased primarily due to increased average annual
rental rates at all of the  Partnership's  properties and improved  occupancy at
Meadow Wood  Apartments  which more than offset the slight decrease in occupancy
at Bronson Place Apartments.  Other income decreased  slightly due to a decrease
in lease cancellation fees at all of the Partnership's properties.

The  Partnership  had a 35% investment in Corinth  Square Joint Venture  ("Joint
Venture"). For the year ended December 31, 2000, the Partnership realized equity
in the income of the Joint Venture  property of approximately  $10,000,  and 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) (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.

During the third quarter of 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.

Peachtree  Corners  Medical  Building  was the last  commercial  property in the
commercial  segment  of the  Partnership.  Due to the sale of this  property  in
December  1999, the results of the  commercial  segment have been  classified as
"(Loss) income from discontinued operation" and "Impairment loss on discontinued
operation"  for the years ended  December  31, 2000 and 1999.  Revenues for this
property were approximately $6,000 and $151,000 for the years ended December 31,
2000 and 1999,  respectively.  The Partnership realized a loss from discontinued
operation of  approximately  $5,000 during the year ended  December 31, 2000 and
income from discontinued operation of approximately $7,000 during the year ended
December 31, 1999.

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,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $332,000  compared to  approximately  $1,167,000  at December 31,
1999. Cash and cash  equivalents  decreased by  approximately  $835,000 from the
Partnership's  year ended December 31, 1999, due to approximately  $1,992,000 of
cash used in financing  activities,  which was partially offset by approximately
$889,000 of cash provided by operating activities and approximately  $268,000 of
cash  provided  by  investing  activities.  Cash  used in  financing  activities
consisted of  distributions  paid to the  partners.  Cash  provided by investing
activities  consisted  primarily of proceeds from the sale of the Corinth Square
Joint Venture property and, to a lesser extent,  distributions received from the
Joint  Venture,  which  were  partially  offset  by  property  improvements  and
replacements.  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 $275 per unit
or $59,125.  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.

During the year ended December 31, 2000, the Partnership  paid  distributions 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
$989,000  of cash  generated  from  operations  (approximately  $979,000  to the
limited partners or $16.03 per limited partnership unit). Subsequent to December
31,  2000,  the   Partnership   declared   distributions   from   operations  of
approximately $286,000  (approximately $283,000 to the limited partners or $4.63
per limited  partnership  unit).  During the year ended  December 31, 1999,  the
Partnership   paid   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).  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 during the year 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 14,447 limited partnership
units in the Partnership  representing 23.66% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  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,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  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 7.     Financial Statements

UNITED INVESTORS INCOME PROPERTIES

LIST OF FINANCIAL STATEMENTS

      Independent Auditors' Report

      Balance Sheet - December 31, 2000

      Statements of Operations - Years ended December 31, 2000 and 1999

      Statements  of  Changes  in  Partners'  (Deficit)  Capital  - Years  ended
      December 31, 2000 and 1999

      Statements of Cash Flows - Years ended December 31, 2000 and 1999

      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,  2000,  and  the  related
statements of operations,  changes in partners' (deficit) capital and cash flows
for each of the years in the  two-year  period ended  December  31, 2000.  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 audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  audits  provide  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, 2000,  and the results of its  operations and its cash flows for each of the
years in the  two-year  period  ended  December 31,  2000,  in  conformity  with
accounting principles generally accepted in the United States of America.


                                                                     /s/KPMG LLP


Greenville, South Carolina
February 15, 2001

<PAGE>

                       UNITED INVESTORS INCOME PROPERTIES

                                  BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  332
   Receivables and deposits                                                      47
   Other assets                                                                  41
   Investment properties (Note F):
      Land                                                    $ 1,522
      Buildings and related personal property                   9,464
                                                               10,986
      Less accumulated depreciation                            (3,738)        7,248
                                                                            $ 7,668
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                           $  21
   Tenant security deposit liabilities                                           51
   Other liabilities                                                             92

Partners' (Deficit) Capital
   General partner                                             $  (56)
   Limited partners (61,063 units issued and
      outstanding)                                              7,560         7,504
                                                                            $ 7,668
</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,
                                                                2000          1999
Revenues:
<S>                                                           <C>           <C>
   Rental income                                              $ 1,697       $ 1,675
   Other income                                                   135           139
      Total revenues                                            1,832         1,814

Expenses:
   Operating                                                      691           663
   General and administrative                                     131           168
   Depreciation                                                   387           361
   Property taxes                                                 160           133
      Total expenses                                            1,369         1,325

Income before equity in income (loss) of joint venture
   and discontinued operation                                     463           489

Equity in income (loss) of joint venture                           10          (190)

Income from continuing operations                                 473           299

(Loss) income from discontinued operation                          (5)            7
Impairment loss on discontinued operation                          --          (600)
Loss on sale of discontinued operation                             --          (246)

Net income (loss) (Note H)                                     $  468        $ (540)

Net income (loss) allocated to general partner (1%)                 5            (5)
Net income (loss) allocated to limited partners (99%)             463          (535)

                                                               $  468        $ (540)

Per limited partnership unit:
   Income from continuing operations                           $ 7.66        $ 4.85
   (Loss) income from discontinued operation                    (0.08)         0.11
   Impairment loss on discontinued operation                       --         (9.73)
   Loss on sale of discontinued operation                          --         (3.99)

Net income (loss)                                              $ 7.58       $ (8.76)

Distributions per limited partnership unit                    $ 32.29       $ 20.08
</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, 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

Distributions to partners                     --          (20)     (1,972)    (1,992)

Net income for the year
   ended December 31, 2000                    --            5         463        468

Partners' (deficit) capital
   at December 31, 2000                   61,063       $ (56)     $ 7,560    $ 7,504
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>


                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income (loss)                                              $  468       $ (540)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Equity in net (income) loss of joint venture                   (10)         190
     Depreciation                                                   387          425
     Impairment loss on discontinued operation                       --          600
     Loss on sale of discontinued operation                          --          246
     Amortization of lease commissions                               --            7
     Change in accounts:
      Receivables and deposits                                      107           20
      Other assets                                                   (3)          19
      Accounts payable                                              (57)          53
      Tenant security deposit liabilities                             8          (16)
      Accrued property taxes                                         --           (7)
      Other liabilities                                             (11)          56

          Net cash provided by operating activities                 889        1,053

Cash flows from investing activities:
  Property improvements and replacements                           (151)        (231)
  Distributions from joint venture                                   19           40
  Proceeds from sale of discontinued operation                       --          615
  Proceeds from sale of joint venture property                      400           --

          Net cash provided by investing activities                 268          424

Cash flows used in financing activities:
  Distributions to partners                                      (1,992)      (1,238)

Net (decrease) increase in cash and cash equivalents               (835)         239

Cash and cash equivalents at beginning of year                    1,167          928

Cash and cash equivalents at end of year                         $  332      $ 1,167

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, 2000


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, 2000,  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.  Cash balances include approximately  $300,000 at
December 31, 2000 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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 for the year ended  December 31, 2000.  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.

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  $49,000 and $37,000 for the years ended December 31,
2000 and 1999, 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).

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 was the
Partnership's  pro-rata  share.  This amount was received by the  Partnership in
January 2000.

There are no assets or  liabilities  remaining  on the balance  sheet of Corinth
Square at December  31, 2000.  The  condensed  profit and loss  statement of the
Joint  Venture for the years ended  December 31, 2000 and 1999, is summarized as
follows (in thousands):

                                              2000           1999
Revenue                                       $  12          $ 378
Costs and expenses                               (3)          (323)

Income before gain (loss) on sale of
  property                                        9             55
Gain (loss) on sale of property                  20           (598)
Net income (loss)                             $  29         $ (543)

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,  2000 and  1999  was  approximately  $10,000  and  $19,000,
respectively.

Note D - Distributions

During the year ended December 31, 2000, the Partnership  paid  distributions 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
$989,000  of cash  generated  from  operations  (approximately  $979,000  to the
limited partners or $16.03 per limited partnership unit). Subsequent to December
31,  2000,  the   Partnership   declared   distributions   from   operations  of
approximately $286,000  (approximately $283,000 to the limited partners or $4.63
per limited  partnership  unit).  During the year ended  December 31, 1999,  the
Partnership   paid   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).

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.

Peachtree  Corners  Medical  Building  was the last  commercial  property in the
commercial  segment  of the  Partnership.  Due to the sale of this  property  in
December  1999, the results of the  commercial  segment have been  classified as
"(Loss) income from discontinued operation" and "Impairment loss on discontinued
operation"  for the years ended  December  31, 2000 and 1999.  Revenues for this
property were approximately $6,000 and $151,000 for the years ended December 31,
2000 and 1999,  respectively.  The Partnership realized a loss from discontinued
operation of  approximately  $5,000 during the year ended  December 31, 2000 and
income from discontinued operation of approximately $7,000 during the year ended
December 31, 1999.

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           $ 618
Defoors Crossing Apartments           520         2,480             473
Meadow Wood Apartments                501         2,884             441

            Totals                $ 1,522       $ 7,932         $ 1,532

<TABLE>
<CAPTION>

                     Gross Amount At Which
                            Carried
                     At December 31, 2000
                        (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>    <C>
Bronson Place      $  501   $ 3,186   $ 3,687    $ 1,349         1988     11/01/88     5-40
Defoors Crossing      520     2,953     3,473      1,129         1988     05/01/89     5-40
Meadow Wood           501     3,325     3,826      1,260         1988     10/02/89     5-40

     Totals       $ 1,522   $ 9,464   $10,986    $ 3,738
</TABLE>


Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                  2000         1999
                                                   (in thousands)
   Investment Properties
   Balance at beginning of year                  $10,835      $12,513
      Property improvements                          151          231
      Impairment loss on discontinued
        operation                                     --         (600)
      Sale of discontinued operation                  --       (1,309)
   Balance at end of year                        $10,986      $10,835

   Accumulated Depreciation
   Balance at beginning of year                  $ 3,351      $ 3,400
      Amounts charged to expense                     387          361
      Sale of discontinued operation                  --         (410)
   Balance at end of year                        $ 3,738      $ 3,351

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000 and 1999,  is  approximately  $11,103,000  and  $10,952,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2000 and 1999,  is  approximately  $3,767,000  and  $3,323,000,
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, 2000 and 1999:

                                                              2000       1999
                                                              (in thousands)
   Property management fees (included in
     operating expenses)                                      $ 92       $ 90
   Reimbursement for services of affiliates (included
     in general and administrative expenses and
     investment properties)                                     47         38
   Due to affiliate (included in other liabilities)             21         21

During the years ended  December  31, 2000 and 1999,  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
$92,000  and  $90,000  for  the  years  ended   December   31,  2000  and  1999,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $47,000 and $38,000 for the
years ended December 31, 2000 and 1999, respectively.

For acting as real estate broker in  connection  with the 1999 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 and 2000
and is included in other liabilities.  However, this amount is not payable until
the  limited  partners  receive  an  amount  equal  to  their  adjusted  capital
investment and a cumulative  distribution  equal to an 8% annual return from the
last additional  closing date or, if greater, a 6% cumulative annual return from
their date of admission to the  Partnership.  At December 31, 2000,  the limited
partners had not received their return.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 14,447 limited partnership
units in the Partnership  representing 23.66% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  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,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  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 income (loss) as reported in the
financial statements and Federal taxable income (loss) allocated to the partners
in the  Partnership's  tax return for the years ended December 31, 2000 and 1999
(in thousands, except unit data):

                                                       2000        1999

      Net income (loss) as reported                   $  468      $ (540)
      Add (deduct):
         Deferred revenue and other liabilities           13           6
         Depreciation differences                        (57)        (29)

      Federal taxable income (loss)                   $  424      $ (563)

      Federal taxable income (loss) per limited
         partnership unit                             $ 6.87      $(9.13)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 2000 (in thousands):

      Net assets as reported                                $ 7,504
      Differences in basis of assets and liabilities
         Deferred revenue and other liabilities                 (36)
         Accumulated depreciation                               (29)
         Commercial property at cost                            118
         Deferred charges and other assets                        3
         Other                                                    8
         Syndication costs                                    1,902

      Net assets - tax basis                                $ 9,470

Note I - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  had  two  reportable  segments:   residential  properties  and
commercial  property.  The Partnership's  residential  segment consists of three
apartment complexes one each 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 information regarding the commercial property sale).

Measurement of segment profit or loss:

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

Factors management used to identify the enterprise's reportable segment:

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.

Segment  information  for the years ended December 31, 2000 and 1999 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>

                2000                   Residential    Commercial      Other     Totals
                                                    (discontinued)
<S>                                      <C>             <C>            <C>     <C>
Rental income                            $1,697          $  --          $ --    $1,697
Other income                                132             --             3       135
Depreciation                                387             --            --       387
General and administrative expense           --             --           131       131
Loss from discontinued
  operation                                  --             (5)           --        (5)
Equity in income of joint venture            --             --            10        10
Segment profit (loss)                       591             (5)         (118)      468
Total assets                              7,650             --            18     7,668
Capital expenditures for
  investment properties                     151              --           --       151


                1999                   Residential    Commercial      Other     Totals
                                                    (discontinued)
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>

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.


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

None.

                                    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       43    Executive Vice President and Director

      Martha L. Long        41    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 since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  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.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity  of  those  audited  financial  statements  with  generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee or its equivalent under
generally  accepted  auditing  standards.   In  addition,  the  Partnership  has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and the Partnership  including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner has approved the  inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2000 for filing with the Securities and Exchange Commission.

The General  Partner has reappointed  KPMG LLP as independent  auditors to audit
the financial  statements of the  Partnership  for the current fiscal year. Fees
for the last fiscal year were annual audit services of approximately $37,000 and
non-audit services (principally tax-related) of approximately $15,000.

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, 2000.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth those persons or entities 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, 2000 and the  ownership  interests in limited
partnership units of the General Partner and its affiliates.

               Entity                   Number of Units      Percentage

United Investors Real Estate Inc.               950             1.56%
  (an affiliate of AIMCO)
Insignia Properties LP                           88             0.14%
  (an affiliate of AIMCO)
AIMCO Properties LP                          13,409            21.96%
  (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, 2000 and 1999:

                                                         2000          1999
                                                           (in thousands)

   Property management fees                              $ 92          $ 90
   Reimbursement for services of affiliates                47            38
   Due to affiliate                                        21            21

During the years ended  December  31, 2000 and 1999,  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
$92,000  and  $90,000  for  the  years  ended   December   31,  2000  and  1999,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $47,000 and $38,000 for the
years ended December 31, 2000 and 1999, respectively.

For acting as real estate broker in  connection  with the 1999 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 and 2000
and is included in other liabilities.  However, this amount is not payable until
the  limited  partners  receive  an  amount  equal  to  their  adjusted  capital
investment and a 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.  At December  31, 2000,  the limited
partners had not received their return.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 14,447 limited partnership
units in the Partnership  representing 23.66% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  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,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  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 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits:

          None.

      (b) Reports on Form 8-K filed during the quarter ended December 31, 2000:

          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;   Incorporated   by  reference  to  Exhibit  10.9  to  the
          Partnership's Annual Report on Form 10-KSB dated December 31, 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;  Incorporated  by reference to Exhibit 10.10 to the
          Partnership's Annual Report on Form 10-KSB dated December 31, 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;  Incorporated by reference to
          Exhibit 10.11 to the Partnership's  Annual Report on Form 10-KSB dated
          December 31, 1999.

     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;
          Incorporated by reference to Exhibit 10.12 to the Partnership's Annual
          Report on Form 10-KSB dated December 31, 1999.

     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.