FORM 10-KSB--Annual or Transitional Report
                            Under Section 13 or 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)

[X]   Annual Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [Fee Required]

                   For the fiscal year ended December 31, 1995
                                       or
[  ]  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 0-19243
 
                      UNITED INVESTORS INCOME PROPERTIES II
                 (Name of small business issuer in its charter)

       Missouri                                                 43-1542903
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                        29602
(Address of principal executive offices)                            (Zip Code)

                    Issuer's telephone number (864) 239-1000

         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.  $1,037,252

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, 1995.  Market value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
                                                                
                       DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions of the Prospectus of Registrant dated May 17, 1990 (included in
Registration Statement, No. 33-33965 of Registrant) are incorporated by
reference into Parts I and III.

                                     PART I

Item 1.   Description of Business

   United Investors Income Properties II (the "Registrant" or "Partnership"), a
Missouri Limited Partnership, was organized as a limited partnership under the
laws of the State of Missouri pursuant to a Certificate of Limited Partnership
filed on March 20, 1990, with the Missouri Secretary of State.  The Registrant
is governed by an Agreement of Limited Partnership dated September 24, 1990. 
United Investors Real Estate, Inc., a Delaware corporation, is the sole general
partner (the "General Partner") of the Registrant.  Effective December 31, 1992,
100% of the General Partner's common stock was purchased by MAE GP Corporation,
an affiliate of Insignia Financial Group, Inc. ("Insignia").  The Registrant is
engaged in the business of acquiring and operating multifamily residential and
commercial properties and other income producing real estate.  The Registrant
has acquired a 65% interest in a joint venture which owns a professional office
building, a fee simple interest in two commercial distribution facilities, and a
55% interest in a joint venture which owns a mini-warehouse.  These properties
are further described in "Item 2" below.

   Commencing on or about May 17, 1990, the Registrant began offering through
United Investors Equity Services, Inc., a former affiliate of the Registrant
(the "Selling Agent"), 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).  Limited partners (the "Limited Partners") are not required to make
any additional capital contributions.  The Units were registered under the
Securities Act of 1933, as amended (the "Act"), under Registration Statement No.
33-33965, which Registration Statement was declared effective on May 17, 1990. 
The offering was extended beyond the initial termination date of May 17, 1992. 
On October 26, 1992, the General Partner terminated the extended offering
period.  Upon termination of the offering, the Registrant had accepted
subscriptions for 32,601 Units resulting in Gross Offering Proceeds of
$8,150,250.

   The real estate business is highly competitive.  The Registrant's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry.  In addition, various limited partnerships
have been formed by related parties to engage in businesses which may be
competitive with the Registrant.

   The Registrant has no employees.  Management and administrative services for
the commercial properties are performed by an affiliate of Insignia. An
unaffiliated entity, U-Store Management Corporation, performs management and
administrative services for Covington Pike.  The property manager is responsible
for the day-to-day operations of each property.  The General Partner has also
selected affiliates of Insignia to provide real estate advisory and asset
management services to the Partnership.  As advisor, these affiliates provide
all partnership accounting and administrative services, investment management,
and supervisory services over property management and leasing.  For a further
discussion of property and partnership management, see "Item 12", which
descriptions are herein incorporated by reference.

Item 2. Description of Properties:


   The following table sets forth the Registrant's investments in properties:
                                       
<TABLE>
<CAPTION>

                                    Date of                
 Property                           Purchase    Type of Ownership(1)    Use          
<S>                                <C>         <C>                     <C>
 Keebler Distribution Center        08/01/91    Fee simple              Distribution
    Chesapeake, Virginia                                                facility -
                                                                        32,344 sq.ft.
                                                
 Keebler Distribution Center        04/01/92    Fee simple              Distribution
    Columbia, South Carolina                                            facility -
                                                                        38,761 sq.ft.
                                                
 Corinth Square Professional        10/01/90    Joint Venture Interest  Medical office
    Building                                                            building -
    Prairie Village, Kansas                                             23,149 sq.ft.
                                                
 U-Stor Covington Pike              01/01/93    Joint Venture Interest  Mini-storage
    Memphis, Tennessee                                                  facility -
                                                                        452 units
<FN>                                     
(1)  None of the Registrant's properties are encumbered by mortgage financing.

</TABLE>

Schedule of Properties:
<TABLE>
<CAPTION>

                                    Gross                                 
                                   Carrying     Accumulated    Useful            Federal
Property                            Value      Depreciation    Life    Method   Tax Basis
<S>                             <C>            <C>          <C>         <C>   <C>                                  
Keebler Distribution Center-VA   $2,013,753     $  218,884   31.5-40     S/L   $1,778,167
                                                                                                 
Keebler Distribution Center-SC    2,103,249        204,474   31.5-40     S/L    1,880,383
                                                                                                 
Corinth Square Professional                                                              
   Building                       1,977,189        226,750     7-40      S/L    1,761,282
                                                                      
U-Store Covington Pike            1,031,358        100,456      25       S/L      952,734

   Total                         $7,125,549     $  750,564                     $6,372,566

</TABLE>   
                                                                            
  See "Note A" of the consolidated financial statements included in "Item 7" for
a description of the Partnership's depreciation policy.

Schedule of Rental Rates and Occupancy:

<TABLE>
<CAPTION>

                                        Average Annual              Average Annual
                                         Rental Rates                  Occupancy    
                                      1995           1994          1995          1994
<S>                              <C>             <C>               <C>           <C>  
 Keebler - Virginia               $ 6.76/sq.ft.   $ 6.48/sq.ft.     100%          100%
 Keebler - South Carolina         $ 5.77/sq.ft.   $ 5.77/sq.ft.     100%          100%
 Corinth Square                   $14.30/sq.ft.   $13.90/sq.ft.      83%           84%
 U-Stor Covington Pike            $  645/unit     $  585/unit        99%           99%
   
</TABLE>

The Keebler Company vacated the Columbia, South Carolina facility in January of
1996 and intends to vacate the Chesapeake, Virginia facility in 1997. The 
Keebler Company has indicated its intentions to honor its financial obligations.
Keebler is obligated to continue paying rent on the vacated space through the 
years 2001 (Columbia, South Carolina) and 2002 (Chesapeake, Virginia), should
the tenant fail to honor its lease obligations, operating results would be 
adversely affected.

   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 properties in the area. The General Partner believes that
all of the properties are adequately insured.  

    The following is a schedule of the lease expirations at Corinth Square for
the years 1996-2005:

                     Number of                                 % of Gross 
                    Expirations   Square Feet    Annual Rent   Annual Rent
                                                        
 1996                    1           1,685        $28,777         11.7%  
 1997                    1           1,595         22,330          9.1%
 1998                    3           4,605         59,951         24.4% 
 1999                    3           5,641         78,849         32.0%
 2000                    1           1,396         18,363          7.5%
 2001                    1           1,108         16,321          6.7%  
 2002-2005               0               0              0             0
                                                     

    The following schedule reflects information on tenants occupying 10% or more
of the leasable square footage for each property:

                       Nature of     Square Footage  Annual Rent Per     Lease
                       Business         Leased        Square Foot     Expiration


 Keebler - Virginia                                           
                      Distribution      32,344           $6.76         10/31/02
                      Facility                                
 Keebler - South                                              
     Carolina                                                 
                      Distribution      38,761           $5.77         12/31/01
                      Facility                                
 Corinth Square                                               
                      Doctor's Office    3,007          $12.35         4/30/98
                      Doctor's Office    2,318          $10.00         5/31/99


Schedule of Real Estate Taxes and Rates:

                                                         1995          1995
                                                        Taxes          Rate
                                                           
              Corinth Square Professional Building     $36,020        3.19%
              U-Store Covington Pike                    24,981        6.25%
        
 The tenants of the Keebler Distribution Centers are responsible for paying the
real estate taxes on their respective properties.


Item 3.  Legal Proceedings

 The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner of the Registrant believes that all
such pending and outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.


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

 During the fourth quarter of the fiscal year ended December 31, 1995, 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

 As of December 31, 1995, the number of holders of record of Limited Partnership
Units was 785.  No public trading market has developed for the Units, and it is
not anticipated that such a market will develop in the future.

 The Partnership made distributions of cash generated from operations of 
$551,111 and $470,674 for the twelve months ended December 31, 1995 and 1994,
respectively.  The Partnership also made a distribution of $141,271 on February
20, 1996.  Future distributions will depend on the levels of cash generated from
operations and the availability of cash reserves. 


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

Results of Operations

During 1995, the Partnership realized net income of $427,590 compared to 
$439,448 for the year ended December 31, 1994.  The decrease in net income is
primarilyattributable to an increase in operating and general and administrative
expenses. Operating expenses increased as a result of higher utility costs and 
increased administrative and maintenance salary expenses at Corinth Square.  
General and administrative expenses increased in 1995 due to an increase in 
general partner expense reimbursements.  Partially offsetting these expense 
increases were decreases in  management fees at the Keebler Distribution Centers
in 1995. 

The General Partner continues to monitor the rental market environment in each
location of its investment properties to assess the feasibility of increasing
rents and maintaining or increasing occupancy levels to protect the Partnership
from increases in expenses.  The General Partner expects to be able, at a
minimum, to continue protecting the Partnership from the burden of inflation
related increases in expenses by increasing rents and maintaining a high overall
occupancy level.  However, rental concessions and rental reductions needed to
offset softening market conditions could affect the ability to sustain this 
plan.

Liquidity and Capital Resources

At December 31, 1995, the Partnership held unrestricted cash of $889,300 
compared to $831,033 at December 31, 1994.  Net cash provided by operating
activities increased as a result of higher collections of accounts receivable.
Net cash used in investing activities increased primarily due to greater 
property improvements at Corinth Square in 1995.  Net cash used in financing
activities increased due to increased partners' distributions in 1995, partially
offset by a decrease in net distributions to the minority interests in the joint
venture.

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 various properties to adequately maintain the physical
assets.  Such assets are currently thought to be sufficient for any near term 
needs of the Partnership.  Future cash distributions will depend on the levels
of net cash generated from operations, property sales, and the availability of 
cash reserves.  Distributions of $551,111 were made during the fiscal year ended
December 31, 1995, compared to distributions of $470,674 for the year ended
December 31, 1994.  On February 20, 1996, the Partnership made a distribution of
$141,271.  The distributions were made from cash generated by property 
operations.  The General Partner of the Partnership anticipates that the 
Partnership will continue to make cash distributions as property operations 
permit throughout 1996.

The Keebler Company vacated the Columbia, South Carolina facility in January of
1996 and intends to vacate the Chesapeake, Virginia facility in 1997. The 
Keebler Company has indicated its intentions to honor its financial obligations.
Keebler is obligated to continue paying rent on the vacated space through the 
years 2001 (Columbia, South Carolina) and 2002 (Chesapeake, Virginia), should 
the tenant fail to honor its lease obligations, operating results would be 
adversely affected.

Item 7.   Financial Statements

UNITED INVESTORS INCOME PROPERTIES II

LIST OF FINANCIAL STATEMENTS

           Independent Auditors' Report

           Consolidated Balance Sheet - December 31, 1995

           Consolidated Statements of Operations - Years ended December 31, 1995
           and 1994

           Consolidated Statements of Changes in Partners  Capital (Deficit) - 
           Years ended December 31, 1995 and 1994

           Consolidated Statements of Cash Flows - Years ended December 31, 1995
           and 1994

           Notes to Consolidated Financial Statements


INDEPENDENT AUDITORS' REPORT

The Partners
United Investors Income Properties II
(A Missouri Limited Partnership)

We have  audited the accompanying consolidated balance sheet of United Investors
Income Properties II (A Missouri Limited  Partnership) ("the Partnership") as of
December 31,1995, and the related consolidated statements of operations, changes
in partners' capital (deficit) and cash flows for  the each of the two years in
the  period  ended  December  31,  1995.  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 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 audits provide a
reasonable basis for our opinion.

In our  opinion, such  consolidated financial statements present fairly, in  all
material respects, the financial position  of the Partnership as of December 31,
1995, and the results of its operations and its  cash flows for each  of the two
years in the period ended December 31, 1995 in conformity with generally 
accepted accounting principles.

DELOITTE & TOUCHE LLP

Greenville, South Carolina
February 21, 1996


                      UNITED INVESTORS INCOME PROPERTIES II

                            CONSOLIDATED BALANCE SHEET

                                December 31, 1995


 Assets                                                                    
   Cash:                                                                   
      Unrestricted                                               $  889,300
      Restricted-tenant security deposits                             4,830
   Accounts receivable                                               17,391
   Escrow for taxes                                                   6,042
   Other assets                                                      50,479
   Investment properties (Notes A and H):                                  
      Land                                         $1,026,222              
      Buildings and related personal property       6,099,327              
                                                    7,125,549              
      Less accumulated depreciation                  (750,564)    6,374,985
                                                                           
                                                                 $7,343,027
                                                                          
 Liabilities and Partners' Capital (Deficit)                               
                                                                          
 Liabilities                                                               
   Accounts payable                                              $    6,394
   Tenant security deposits                                          10,856
   Accrued taxes                                                     18,010
   Other liabilities                                                 13,831
                                                                           
 Minority interest (Notes B and C)                                  630,677
                                                                           
 Partners' Capital (Deficit) (Note D)                                      
   General partner                                 $   (1,172)             
   Limited partners (32,601 units                                          
      issued and outstanding)                       6,664,431     6,663,259
                                                                          
                                                                 $7,343,027


           See Accompanying Notes to Consolidated Financial Statements


                      UNITED INVESTORS INCOME PROPERTIES II

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                
                                                                               
                                                      Years Ended December 31,
                                                        1995            1994     
<S>                                                  <C>            <C>
 Revenues:                                                                     
    Rental income                                     $  970,314     $  948,614
    Other income                                          66,938         73,040
          Total revenues                               1,037,252      1,021,654
                                                                              
 Expenses:                                                                     
    Operating                                            145,903        123,579
    General and administrative                            61,940         50,209
    Property management fees                              47,979         62,462
    Maintenance                                           67,416         64,552
    Depreciation                                         184,834        183,139
    Amortization                                           3,277          2,896
    Property taxes                                        60,992         63,636
    Tenant reimbursements (Note F)                       (62,608)       (82,878)
          Total expenses                                 509,733        467,595
                                                                               
 Minority interest in net income of joint                                      
    ventures (Notes B and C)                             (99,929)      (114,611)
                                                                              
    Net income (Note G)                              $   427,590     $  439,448
                                                                               
 Net income allocated to general partner (1%)        $     4,276     $    4,394
 Net income allocated to limited partners (99%)          423,314        435,054
                                                                               
                                                     $   427,590     $  439,448
                                                                   
 Net income per limited partnership unit             $     12.98     $    13.34 

<FN>
           See Accompanying Notes to Consolidated Financial Statements

</TABLE>


                      UNITED INVESTORS INCOME PROPERTIES II

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) 

<TABLE>
<CAPTION>               
                                     Limited                
                                   Partnership    General      Limited
                                      Units      Partners      Partners        Total   
                                                                                    
<S>                                 <C>        <C>           <C>           <C>
 Original capital contributions      32,601     $    100      $8,150,250    $8,150,350
                                                                                      
 Partners' capital at                                                                 
    December 31, 1993                32,601     $    376      $6,817,630    $6,818,006
                                                                                      
 Partners' distributions                 --       (4,707)       (465,967)     (470,674)
                                                                                      
 Net income for the year ended                                                        
    December 31, 1994                    --        4,394         435,054       439,448
                                                                                      
 Partners' capital at                                                                 
    December 31, 1994                32,601           63       6,786,717     6,786,780
                                                                                     
 Partners' distributions                 --       (5,511)       (545,600)     (551,111)
                                                                                      
 Net income for the year ended                                                        
    December 31, 1995                    --        4,276         423,314       427,590
                                                                                      
 Partners' capital (deficit) at                                                       
    December 31, 1995                32,601      $(1,172)     $6,664,431    $6,663,259


<FN>                                                                          
          See Accompanying Notes to Consolidated Financial Statements


</TABLE>
                      UNITED INVESTORS INCOME PROPERTIES II

                       CONSOLIDATED STATEMENTS OF CASH FLOWS       

<TABLE>
<CAPTION>               
                                                                                
                                                           Years Ended December 31,
                                                             1995            1994    
<S>                                                      <C>             <C>
 Cash flows from operating activities:                                             
    Net income                                            $ 427,590       $ 439,448
    Adjustments to reconcile net income to                                         
       net cash provided by operating activities:                                  
       Minority interest in net income of joint                                    
        ventures                                             99,929         114,611
       Depreciation                                         184,834         183,139
       Amortization of lease commissions                      3,277           2,896
       Change in accounts:                                                         
         Restricted cash                                        (54)             --
         Accounts receivable                                 37,969          (3,351)
         Escrows for taxes                                   (3,060)          3,942
         Other assets                                        (3,743)        (24,720)
         Accounts payable                                       864          (4,783)
         Accrued taxes                                       (1,005)          1,123
         Other liabilities                                   (1,435)        (19,299)
                                                                                  
            Net cash provided by operating activities       745,166         693,006
                                                                                   
 Cash flows from investing activities:                                             
    Property improvements                                   (33,645)         (8,078)
                                                                                   
            Net cash used in investing activities           (33,645)         (8,078)
                                                                               
                                                                                  
 Cash flows from financing activities:                                             
    Net distributions to minority interest                 (102,143)       (136,089)
    Partners' distributions                                (551,111)       (470,674)
                                                                                   
            Net cash used in financing activities          (653,254)       (606,763)
                                                                                   
 Net increase in cash                                        58,267          78,165
                                                                                   
 Cash at beginning of year                                  831,033         752,868
                                                                                   
 Cash at end of year                                      $ 889,300       $ 831,033

<FN>
           See Accompanying Notes to Consolidated Financial Statements

</TABLE>


                      UNITED INVESTORS INCOME PROPERTIES II

                    Notes to Consolidated Financial Statements
                                December 31, 1995
<TABLE>

<S>     <C>
Note A - Organization and Summary of Significant Accounting Policies

Organization:  United  Investors  Income  Properties  II  (the  "Partnership"),  a
Missouri Limited  Partnership, was organized in March  1990 with the initial group
of limited  partners being admitted  on September  24, 1990.   Additional partners
were admitted each month thereafter through October 1992.

The  Partnership was  formed  to  acquire and  operate  certain types  of  income-
producing  real  estate.    United  Investors  Real  Estate,  Inc.  (the  "General
Partner") is  the  general partner.   Effective  December 31,  1992, 100%  of  the
General Partner's common stock  was purchased by MAE GP Corporation,  an affiliate
of Insignia Financial Group, Inc.

Basis  of accounting: The accompanying financial statements of the Partnership are
prepared on the accrual basis  whereby revenue is recorded as earned and costs and
expenses are recorded as incurred.

Cash
   Unrestricted:  Unrestricted cash includes cash  on hand and in banks  and money
market funds and certificates of deposit with  original maturities of three months
or less.

   Restricted cash-tenant security  deposits:  The  Partnership requires  security
deposits from  lessees for  the duration  of the  lease with  such deposits  being
considered restricted  cash.   Deposits  are  refunded  when the  tenant  vacates,
provided the  tenant has  not damaged  its  space  and is  current on  its  rental
payments.

Income taxes:   For income tax purposes, the Partnership reports revenue and costs
and expenses on the accrual method.   No income tax provisions have  been shown in
the accompanying  statements of operations since  the partners are  taxed in their
individual capacities.

Investment Properties:  During  1995, the Partnership adopted  FASB Statement  No.
121,  "Accounting  for the  Impairment  of Long-Lived  Assets  and  for Long-Lived
Assets to be Disposed Of", which requires  impairment losses to be recognized  for
long-lived assets used  in operations  when indicators of  impairment are  present
and  the  undiscounted  cash  flows are  not  sufficient  to  recover the  assets'
carrying amount.  The impairment  loss is measured by comparing the fair value  of
the  asset to its carrying amount.  The adoption of FASB  No. 121 had no effect on
the Partnership's financial statements.

Depreciation is computed  using straight-line methods over estimated useful  lives
of twenty-five to forty years for buildings  and improvements and over the term of
a lease for leasehold improvements.


Fair  Value:    In  1995,  the  Partnership  implemented  Statement  of  Financial
Accounting   Standards  No.  107,  "Disclosures  about  Fair  Value  of  Financial
Instruments," which requires  disclosure of fair value information about financial
instruments  for which  it is  practicable to  estimate the  value.   The carrying
amounts  of  all  financial  instruments  approximate  fair  value  due  to  short
maturities.

Principles of  consolidation:  The Partnership reflects  its interest in the joint
ventures utilizing  full consolidation whereby  all of  the accounts of  the joint
ventures  are  included in  the  Partnership's financial  statements (intercompany
accounts are eliminated).   The minority  partners' share of  the joint  ventures'
assets and liabilities are reflected  as a liability  in the balance sheet of  the
Partnership.    Earnings   and  losses  attributable  to  the  minority  partners'
ownership  of  the joint  ventures  are reflected  as a  reduction or  addition to
income in the statements of operations.

Other  assets:   Included  in other  assets are  leasing commissions  and deferred
rental collections which are amortized over the life of the related lease.

Use 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, included  in operating  expenses, was $5,159  and $6,702  for
the years ended December 31, 1995 and 1994, respectively.

Reclassifications:    Certain  reclassifications  have  been  made  to  the   1994
information to conform to the 1995 presentation.

Note B - Investment in Corinth Square

The  Partnership  owns  a 65%  interest  in Corinth  Square  ("Corinth"),  a joint
venture  with  United Investors  Income Properties,  an affiliated  partnership in
which the General  Partner is also  the sole general partner. All  of the accounts
of Corinth are consolidated with the Partnership.

Note C - Investment in Covington Pike

As of December  31, 1992, the Partnership  had advanced $1,057,698 to the  General
Partner  for the  benefit  of  Covington Pike  ("Covington"),  which was  a  joint
venture between  the General  Partner and  an  unaffiliated party.  On January  1,
1993,  the General  Partner assigned  its interest  in the  joint  venture to  the
Partnership  with no  additional consideration  beyond  the funds  advanced  as of
December  31, 1992.    The  $1,057,698 consisted  of  land and  building costs  of
approximately  $1,031,000 and  cash  of  $26,155.    Capital  contributed  by  the
unaffiliated partner was $82.  All of  the accounts of Covington are  consolidated
with the Partnership.

Any cash distributions of Covington are allocated annually as follows:

   1.   To the Partnership in the amount  of 11% of its capital investment during
        the year.
   2.   To the Partnership in the amount of 11% of its capital investment,     
        cumulative, reduced by the cumulative distributions paid in number 1   
        above.
   3.   To the other venturers in an amount of 9/11ths of the amount paid in   
        number 1 above.
   4.   The balance, 55% to the Partnership and 45% to the other venturers.

Net income is allocated as follows:

   1.   To each venturer in an amount equal to (or in proportion to if less than)
        cash distributions for the year.
   2.   To the  Partnership in an amount  equal to the  excess of cumulative cash
        distributions over cumulative net income allocated in number 1  above and
        under this provision.
   3.   To the other venturers in the same manner as 2 above.
   4.   The balance, 55% to the Partnership and 45% to the other venturers.

Net losses are  allocated first to each venturer  in proportion or equal to  their
positive capital account, and  then 55%  to the Partnership and  45% to the  other
venturers.

All distributions  and net income of  Covington were allocated  to the Partnership
in  1995. Net income  for Covington was $178,491  for the  year ended December 31,
1995.    Of  this  amount,  $80,321  was  allocated  to  the  minority  interests.
Distributions of 1995 cash flow from Covington totaled $218,961.  Of this  amount,
$98,533 was distributed to minority interests.

Note D - Partners' Capital

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

Distributions - The Partnership allocates distributions 1% to the General  Partner
and  99%  to  the  limited  partners.    Subsequent  to  December  31,  1995,  the
Partnership paid a distribution to the partners of $141,271 on February 20, 1996.

Repurchase of  Units - The  partnership agreement for  the Partnership contains  a
provision  which states that the General  Partner shall purchase up to  10% of the
limited  partnership Units outstanding at  the fifth anniversary date of  the last
Additional Closing  Date and become a limited  partner with respect to such units.
Any Limited  Partner desiring  to sell  all or  any of  his Units  to the  General
Partner  must submit a  written request  to the General  Partner beginning 30 days
prior to the fifth anniversary date.  

Note E - 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 (based
on a percentage of revenue)  and for reimbursement of certain expenses incurred by
affiliates  on behalf of  the Partnership.   Effective December  31, 1992, 100% of
the  General  Partner's common  stock  was  purchased by  MAE  GP Corporation,  an
affiliate of Insignia.

</TABLE>

The following payments  were made to affiliates of  Insignia Financial Group, 
Inc. in 1995 and 1994:                                                    
                                                     1995           1994 
                                                                        
    Property management fees                       $29,782        $45,986
    Reimbursement for services of affiliates        30,000         20,000
      
<TABLE>

The  Partnership insures  Corinth Square under  a master policy  through an agency
and insurer unaffiliated with the  General Partner.   An affiliate of the  General
Partner acquired, in  the acquisition of a business, certain financial obligations
from  an insurance agency  which was  later acquired by  the agent  who placed the
current  year's  master  policy.     The  current  agent   assumed  the  financial
obligations to  the affiliate  of the  General Partner, who  receives payments  on
these obligations  from  the agent.   The  amount of  the Partnership's  insurance
premiums accruing  to  the benefit  of  the affiliate  of the  General Partner  by
virtue of the agent's obligations is not significant.

Note F - Operating Leases

Tenants  of Corinth  Square Professional  Building are  responsible for  their own
utilities and  maintenance of  their  space, and  payment  of their  proportionate
share of  common area maintenance, utilities, insurance  and real estate taxes.  A
portion of the real  estate taxes, insurance, and common area maintenance expenses
are paid  directly by the Partnership.  The Partnership is  then reimbursed by the
tenants for  their proportionate share.  The  expenses paid by the Partnership are
included  in  the  accompanying  Statements  of  Operations   as  property  taxes,
insurance, and operating  expenses.   The portion which  is reimbursable from  the
tenants has been included in  tenant reimbursements in the accompanying Statements
of Operations.

Two of the Partnership's properties, Keebler  Distribution Center - South Carolina
and Keebler  Distribution Center  - Virginia,  are  occupied by  a single  tenant.
This tenant  represents $442,196 of  total rental revenues reported  in 1995.  The
tenant  vacated the South Carolina  property in January 1996 and  has notified the
Partnership of its intention to vacate the  Virginia property in 1997.  The tenant
is  obligated  under  its leases  through the  years  2001 and  2002 on  the South
Carolina and  Virginia properties, respectively.  Should the  tenant fail to honor
its lease obligations, operating results would be adversely affected.

Note F - Operating Leases (continued)

The future  minimum rental payments  to be  received under  operating leases  that
have initial or remaining  noncancellable lease terms in excess of one year  as of
December 31, 1995,  are set  forth below.   Certain leases  have provisions  which
will adjust the future  minimum rental payments for changes in the  Consumer Price
Index  ("CPI").   For these  leases the  Partnership has  included the  base rent,
before any CPI changes, as the future minimum rental payment.
              <S>                             <C> 
     Years Ending December 31,                                        
                                                                      
               1996                            $   643,105            
               1997                                646,369            
               1998                                612,038            
               1999                                537,785            
               2000                                491,940            
               Thereafter                          649,768            
                                                                      
               Total                           $ 3,581,005            


Note G - Partner Tax Information
The  following  is  a  reconciliation  between  net  income  as  reported  in  the
consolidated  financial statements  and federal  taxable  income allocated  to the
partners in  the Partnership's information  returns for  the years ended  December
31, 1995 and 1994:
                                                                                
                                             1995                1994  
                                                                      
 Net income as reported                    $427,590            $439,448
 Add (deduct) differences related to:                                  
   Accumulated depreciation                 (11,699)            (11,697)
   Deferred revenue                          12,268              (2,296)
   Accrued expenses                            (500)             (3,000)
   Deferred charges and other assets          4,892              (8,857)
                                                                      
 Federal taxable income                    $432,551            $413,598
                                                                       
 Federal taxable income                                                
   per limited partnership unit            $  13.14            $  12.56 

Note G - Partner Tax Information (continued)

The following is  a reconciliation between the Partnership's reported  amounts and
Federal tax basis of net assets at December 31, 1995:

            Net assets as reported                       $6,663,259              
            Differences in basis of assets                                       
             and liabilities:                                                    
               Accumulated depreciation                      (2,419)             
               Deferred revenue and other                                        
                liabilities                                    (723)             
               Accrued expenses                               4,500              
               Deferred charges and other                   (20,670)             
               Syndication costs                          1,194,238              
            Net assets - tax basis                       $7,838,185              
                                                                             
</TABLE>
                                                                    
 Note H - Investment Properties and Accumulated Depreciation  

<TABLE>
<CAPTION>                                                     

                                      Initial Cost
                                     To Partnership     
                                                     
                                                  Buildings      Cost 
                                                 and Related  Capitalized
                                                  Personal   Subsequent to
 Description                          Land        Property    Acquisition
<S>                              <C>             <C>           <C>                  
 Keebler Distribution Center                                            
    Chesapeake, Virginia          $  260,000      $1,625,031    $128,722
                                                                        
 Keebler Distribution Center                                            
    Columbia, South Carolina         172,000       1,794,355     136,894
                                                                        
 Corinth Square                                                         
    Prairie Village, Kansas                                             
    (See Note B)                     400,000       1,410,085     167,104
                                                                        
 U-Store Covington Pike                                                 
    Memphis, Tennessee                                                  
    (See Note C)                     194,222         837,136          --
                                                                        
        Totals                    $1,026,222      $5,666,607    $432,720
</TABLE>

Note H - Investment Properties and Accumulated Depreciation (continued)

<TABLE>
<CAPTION>
 
                                 Gross Amount At Which Carried                                  
                                       At December 31, 1995                                      
                                                                                                                         
                                                                                                                        
                                              Buildings                                                    
                                             And Related                                                   
                                              Personal                    Accumulated      Date of       Date    Depreciable
 Description                       Land        Property       Total      Depreciation   Construction   Acquired   Life-Years
<S>                           <C>           <C>           <C>             <C>              <C>        <C>         <C>
 Keebler Distribution Center                                                                                                
    Chesapeake, Virginia       $  260,000    $ 1,753,753   $ 2,013,753     $  218,884       1987       08/01/91    31.5-40
                                                                                                           
 Keebler Distribution Center                                                                               
    Columbia, South Carolina      172,000      1,931,249     2,103,249        204,474       1986       04/01/92    31.5-40
                                                                                                           
 Corinth Square                                                                                            
    Prairie Village, Kansas       400,000      1,577,189     1,977,189        226,750       1970       10/01/90      7-40
                                                                                                           
 Covington Pike                                                                                            
    Memphis, Tennessee            194,222        837,136     1,031,358        100,456       1992       01/01/93       25
                                                                                                          
                                                                                                           
            Totals             $1,026,222    $ 6,099,327   $ 7,125,549     $  750,564                      

</TABLE>

<TABLE>


Reconciliation of  Investment Properties and Accumulated Depreciation :

                                              Years Ended December 31,   
                                                 1995            1994   
 Investment Properties                                                  
 Balance at beginning of year                 $7,091,904      $7,083,826
     Property improvements                        33,645           8,078
 Balance at end of Year                       $7,125,549      $7,091,904
                                                                       
 Accumulated Depreciation                                               
 Balance at beginning of year                 $  565,730      $  382,591
     Depreciation expense                        184,834         183,139
 Balance at end of year                       $  750,564      $  565,730

The aggregate cost of the real estate for Federal income  tax purposes at December
31, 1995  is $7,125,549.   The accumulated depreciation  taken for Federal  income
tax purposes at December 31, 1995 is $752,983.

Note I - Contingencies

The Partnership  is unaware of  any pending or outstanding  litigation that is not
of a  routine nature.   The General Partner of  the Partnership  believes that all
such pending  or  outstanding  litigation will  be  resolved  without  a  material
adverse  effect  upon the  business,  financial condition,  or  operations  of the
Partnership.

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

    None.

                                     PART III



Item 9. Directors   and  Executive  Officers,   Promoters  and   Control  Persons,
        Compliance with Section 16(a) of the Exchange Act
   The Registrant has  no officers or directors.  The  General Partner manages and
controls  the Registrant  and  has general  responsibility  and  authority in  all
matters affecting its business.

   The  names of  the directors and  executive officers  of United  Investors Real
Estate,  Inc. ("UIRE"),  the Partnership's  General  Partner, as  of  December 31,
1995,  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 or directors.

          Name                         Age                Position           

         Carroll D. Vinson             55                President, Director 

         Robert D. Long, Jr.           28                Controller, Principal
                                                         Accounting Officer

         William H. Jarrard, Jr.       49                Vice President

         John K. Lines                 36                Secretary

         Kelley M. Buechler            38                Assistant Secretary

   Carroll D. Vinson has  been President of the General Partner  and Metropolitan
Asset Enhancement, L.P. ("MAE") subsidiaries  since August 1994.  Prior to that,
during 1993 to August 1994, Mr.  Vinson was affiliated with Crisp, Hughes &  Co.
(regional  CPA firm)  and  engaged in  various other  investment  and consulting
activities.  Briefly, in  early 1993, Mr.  Vinson served as President and  Chief
Executive  Officer of Angeles Corporation,  a real estate investment firm.  From
1991 to 1993 Mr. Vinson was employed by Insignia in various capacities including
Managing  Director-President during 1991.   From  1986 to  1990, Mr.  Vinson was
President  and Director  of  U.S. Shelter  Corporation, a  real  estate services
company,  which sold  substantially all of  its assets  to Insignia  in December
1990. 

   Robert D.  Long, Jr.  is Controller  and Principal Accounting  Officer of  the
General Partner and MAE subsidiaries.  Prior to joining MAE in February 1994, he
was an auditor for the State of Tennessee and was associated with the accounting
firm  of Harshman Lewis and  Associates.  He is a graduate  of the University of
Memphis.

   William H.  Jarrard, Jr.  is Vice  President of  the General  Partner and  MAE
subsidiaries  and Managing Director  - Partnership  Administration  of Insignia.
During the five years prior  to joining Insignia in 1991, he served in a similar
capacity for  U.S. Shelter.   He was previously  associated with  the accounting
firm, Ernst  and Whinney, for eleven  years.  Mr. Jarrard  is a graduate  of the
University of South Carolina and a certified public accountant.

   John K. Lines has  been Secretary of the General Partner and  MAE subsidiaries
since August 1994 and General Counsel and Secretary of Insignia since July 1994.
From May 1993 until June  1994, Mr. Lines was the Assistant  General Counsel and
Vice President of Ocwen Financial Corporation in West Palm Beach, Florida.  From
October 1991  until April 1993,  Mr. Lines was  a Senior Attorney  with Banc One
Corporation in Columbus, Ohio.  From May 1984 until  October 1991, Mr. Lines was
employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio.

   Kelley M.  Buechler is  Assistant Secretary  of the  General  Partner and  MAE
subsidiaries and Assistant  Secretary of Insignia.   During the five years prior
to joining Insignia in 1991, she served in  a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.

Item 10.  Executive Compensation
   None  of  the directors  and  officers  of the  General  Partner  received any
remuneration from the Registrant.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
   As of  February  1996,  no  person was  known  by  the Registrant  to  be  the
beneficial  owner of  more than  five percent  of the  outstanding Units  of the
Registrant.

   As of February 1996, no Units were owned  by the General Partner or any of its
officers and directors.

Item 12.  Certain Relationships and Related Transactions

   Pursuant to  the  Agreement of  Limited  Partnership  of the  Registrant,  the
General Partner was allocated $4,276 of the Registrant's  1995 income and $4,394
of the  Registrant's 1994 income.   During 1995  and 1994,  the General  Partner
received distributions of $5,511 and $4,707, respectively.  For a description of
the  distributions and  the allocation of  income and loss to  which the General
Partner is entitled, reference is made to  "Note D" of the financial  statements
included in "Item 7" of this report.

   The Registrant has property management  agreements with affiliates of Insignia
pursuant to which such affiliates have assumed direct responsibility for day-to-
day  management of three of  the four properties owned by  the Registrant.  This
service  includes  the  supervision of  leasing,  rent collection,  maintenance,
budgeting, employment  of  personnel, and  payment of  operating expenses,  etc.
Insignia affiliates received  property management fees equal to 6% of commercial
revenues.  During the twelve months ended December 31, 1995 and 1994, affiliates
of  Insignia received  $47,979  and  $45,986 in  fees for  property  management,
respectively.  

   Pursuant   to  Section   9(e)  of   the  Registrant's  Agreement   of  Limited
Partnership, the General Partner may be reimbursed by the Registrant for certain
of  its administrative  costs.    The Partnership  shall reimburse  the  General
Partner or  its affiliates  the actual cost  of goods,  materials, and  services
obtained from  unaffiliated parties.   Administrative services  performed by the
General  Partner  or  its  affiliates  shall be  reimbursed  at  cost; provided,
however,  that the amounts  charged do not  exceed the lesser of  (1) the actual
cost of such services, or  (2) 90% of the amount which the Partnership  would be
required to  pay to  an independent  party for comparable services  in the  same
geographic location. 

   For a  further description of  payments made by  the Registrant to  affiliates
for services and as reimbursement  of certain expenses incurred by affiliates on
behalf of the  Registrant, see "Note E" of  the financial statements included as
part of this report.

Item 13.  Exhibits and Reports on Form 8-K

        (a)   Exhibits:  See Exhibit Index contained herein.

        (b)  Reports  on Form  8-K filed in  the fourth  quarter of fiscal  year
              1995:    
             
              None. 



                                   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
                                      (A Missouri Limited Partnership)

                                      By:   United Investors  Real Estate, Inc., a
                                            Delaware  Corporation,  its  General
                                            Partner



                                      By:   /s/Carroll D. Vinson                
                                            Carroll D. Vinson
                                            President


                                      Date: March 20, 1996



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


<S>                                  <C>                         <C>   
/s/Carroll D. Vinson                  President                   March 20,1996
Carroll D. Vinson



/s/Robert D. Long, Jr.                Controller and Principal    March 20,1996
Robert D. Long, Jr.                   Accounting Officer

</TABLE>


                                INDEX TO EXHIBITS

<TABLE>
<S>     <C>
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  Amendment  No.  1   to
         Registrant's  Registration  Statement  (File  No. 33-33965)  previously
         filed on May 7, 1990.

1.1      Form  of  Amendment  to  Dealer  Manager  Agreement;   incorporated  by
         reference  to  Exhibit  1.1   to  Amendment  No.   6  to   Registrant's
         Registration Statement previously filed on February 14, 1992.

1.2      Form  of  Amendment  to Soliciting  Broker  Agreement; incorporated  by
         reference  to  Exhibit   1.2  to  Amendment   No.  6   to  Registrant's
         Registration Statement previously filed on February 14, 1992.

3        Certificate of Limited  Partnership and Amendment thereto; incorporated
         by  reference  to  Exhibit  3  to  Amendment  No.  1  to   Registrant's
         Registration Statement previously filed on May 7, 1990.

4.1      Form of  Subscription Agreement; incorporated by  reference to  Exhibit
         3.1  to   Amendment  No.  1  to   Registrant's  Registration  Statement
         previously filed on May 7, 1990.

4.2      Agreement of  Limited  Partnership of  Registrant dated  September  24,
         1990; incorporated by reference  to Exhibit 4.2 to Registrant's  Report
         on Form 10-K previously filed on March 6, 1991.

4.2.1    Amended  and Restated  Agreement of  Limited Partnership  of Registrant
         dated  May  1,  1992; incorporated  by  reference  to  Exhibit  4.2  to
         Amendment No. 9 to Registrant's Registration Statement previously filed
         on April 29, 1992.

10.1     Escrow  Agreement among  the Registrant, the Dealer  Manager and United
         Missouri Bank  of  Kansas  City,  N.A.;  incorporated by  reference  to
         Exhibit 10.1 to Amendment  No. 1 to Registrant's Registration Statement
         previously filed on May 7, 1990.

10.1.1   Form  of Amendment  to Escrow  Agreement; incorporated by  reference to
         Exhibit  10.1.1  to  Amendment  No.  6  to   Registrant's  Registration
         Statement previously filed on February 14, 1992.

10.2     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 10.1  to Registrant's
         Quarterly Report on Form 10-Q previously filed on August 15, 1990.

10.3     Agreement of Joint Venture  of Corinth Square Associates  dated October
         1,  1990 between the Registrant and  United Investors Income Properties
         (A Missouri Limited Partnership); incorporated by reference  to Exhibit
         4.3  to Registrant's  Current Report  on Form  8-K previously  filed on
         October 23, 1990.


10.4     Agreement of Purchase and Sale, dated December 6, 1990, between  United
         Investors Real Estate, Inc.,  as purchaser, and Keeva Properties, L.P.,
         as  seller, relating  to the  Keebler  Distribution  Center located  in
         Chesapeake, Virginia  (the "Virginia Center") and  the First  Amendment
         thereto; incorporated by  reference to Exhibit 10.4 to Amendment  No. 2
         to Registrant's Registration Statement previously filed on February 27,
         1991.

10.5     Lease,  dated  June  26,  1986, between  Keeva  Properties, a  Missouri
         Limited  Partnership,  as  lessor,  and  Keebler  Company,  as  lessee,
         relating to the Virginia Center and amendments thereto; incorporated by
         reference  to  Exhibit  10.5   to  Amendment  No.  2   to  Registrant's
         Registration Statement previously filed on February 27, 1991.

10.6     Agreement for Purchase and Sale, dated December 6, 1990, between United
         Investors Real Estate, Inc., as purchaser, and Keecar Properties, L.P.,
         as  seller,  relating to  the Keebler  Distribution  Center  located in
         Columbia,  South  Carolina  (the "South  Carolina  Center"), and  First
         Amendment  thereto;  incorporated  by  reference  to  Exhibit  10.6  to
         Amendment No. 2 to Registrant's Registration Statement previously filed
         on February 27, 1991.

10.7     Lease,  dated  June  6,  1986,  between Keecar  Properties,  a Missouri
         Limited  Partnership,  as  lessor,  and  Keebler  Company,  as  lessee,
         relating  to   the  South  Carolina  Center,   and  amendment  thereto;
         incorporated  by  reference  to  Exhibit  10.7 to  Amendment  No.  2 to
         Registrant's  Registration Statement  previously filed on  February 27,
         1991.

10.8     Form of Agreement between  the Registrant and Colby  Sandlian regarding
         the  Covington  U-Stor  Mini-Warehouse;  incorporated  by reference  to
         Exhibit  10.8 to Amendment No. 9 to Registrant's Registration Statement
         previously filed on April 29, 1992.

10.9     Form of Agreement between the  Registrant and Colby Sandlian  regarding
         the  Harry Hines  U-Stor Mini-Warehouse;  incorporated by  reference to
         Exhibit 10.9  to Amendment No. 9 to Registrant's Registration Statement
         previously filed on April 29, 1992.

10.10    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  10.10 to
         Registrant's Current  Report on Form 8-K  previously filed on  December
         31, 1992.

16.1     Letter of KPMG  Peat Marwick to the Securities and  Exchange Commission
         included herein  pursuant to the  requirements of  Item 304 (a) (3)  of
         Regulation  S-K;   incorporated  by  reference  to   Exhibit  16.1   to
         Registrant's Current Report on Form 8-K previously filed on October 22,
         1990.

16.2     Letter  of Mayer  Hoffman McCann,  the Registrant's  former independent
         accountant, regarding its  concurrence with the statements made  by the
         registrant is incorporated by reference to the exhibit filed with  form
         8-K dated August 30, 1993.

27       Financial Data Schedule

99.1     Portions of Registrant's Prospectus dated May 17, 1990; incorporated by
         reference  to  Exhibit  99.1  to  Registrant's   Report  on  Form  10-K
         previously filed on March 6, 1991.

99.2     Portions of Registrant's Prospectus dated May 14, 1992.

</TABLE>