UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





**x**
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934


**For
      the Quarter Ended March 31, 2008**


**o**
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





Commission
      File No. 0-15940




**UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND,**


**a
      Michigan Limited Partnership**


(Exact
      name of registrant as specified in its charter)


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





**280
      Daines Street, Birmingham, Michigan 48009**


(Address
      of principal executive offices) (Zip Code)


**(248)
      645-9220**


(Registrant's
      telephone number, including area code)





Securities
      registered pursuant to Section 12(g) of the Act:


$1,000
      per unit, units of limited partnership interest





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes **x** No **o**





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not 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-Q or any amendment to
      this
      Form 10-Q **o**





Indicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer, or a smaller reporting company.
      See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                Accelerated filer**o**
            Accelerated
                filer**o**Non-accelerated
                filer**x**
            Smaller
                reporting company**o**





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Securities Exchange Act of 1934).  Yes **o** No **x**





UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND,


A
      MICHIGAN LIMITED PARTNERSHIP





**INDEX**





PagePART
                I
            FINANCIAL
                INFORMATIONITEM
                1.
            FINANCIAL
                STATEMENTSBalance
                SheetsMarch
                31, 2008 (Unaudited) andDecember
                31, 2007
            3Statements
                of OperationsThree
                months ended March 31, 2008and
                2007 (Unaudited)
            4Statement
                of Partners’ Equity (Deficit)Three
                months ended March 31, 2008 (Unaudited)
            4Statements
                of Cash FlowsThree
                months ended March 31, 2008and
                2007 (Unaudited)
            5Notes
                to Financial StatementsMarch
                31, 2008 (Unaudited)
            6ITEM
                2.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS
              OF
                FINANCIAL CONDITION AND RESULTS
              OF
                OPERATIONS
            10ITEM
                3.
            QUANTITATIVE
                AND QUALITATIVEDISCLOSURES
                ABOUT MARKET RISK
            15ITEM
                4.
            CONTROLS
                AND PROCEDURES
            16PART
                II
            OTHER
                INFORMATIONITEM
                1.
            LEGAL
                PROCEEDINGS
            16ITEM
                1A.
            RISK
                FACTORS
            17ITEM
                6.
            EXHIBITS
            19


-
          2
          -


**UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND**


**A
      MICHIGAN LIMITED PARTNERSHIP**





**BALANCE
      SHEETS**





**March 31, 2008**
            
            **December 31, 2007****(Unaudited)****ASSETS**Properties:Land
            
            $
            724,087
            
            $
            724,087Buildings
                and Improvements
            
            
            4,806,009
            
            
            4,806,009Furniture
                and Fixtures
            
            
            55,833
            
            
            55,8335,585,929
            
            
            5,585,929Less
                Accumulated Depreciation
            
            
            (2,721,701
            )
            
            (2,678,874
            )2,864,228
            
            
            2,907,055Cash
                And Cash Equivalents
            
            
            3,059
            
            
            0Other
                Assets
            
            
            12,540
            
            
            11,911Assets
                of Discontinued Operations
            
            
            14,192,147
            
            
            14,077,368Total
                Assets
            
            $
            17,071,974
            
            $
            16,996,334





**March 31, 2008**
            
            **December 31, 2007****(Unaudited)****LIABILITIES
                and PARTNERS' DEFICIT**Note
                Payable-Bank
            
            $
            475,000
            
            $
            475,000Accounts
                Payable
            
            
            19,527
            
            
            18,580Other
                Liabilities
            
            
            93,401
            
            
            63,616Mortgage
                Payable
            
            
            36,788,393
            
            
            36,410,872Liabilities
                of Discontinued Operations
            
            
            681,836
            
            
            490,543Total
                Liabilities
            
            $
            38,058,157
            
            $
            37,458,611Partners'
                Equity (Deficit) :General
                Partner
            
            
            (7,508,610
            )
            
            (7,403,829
            )Class
                A Limited Partners
            
            
            (14,197,295
            )
            
            (13,884,720
            )Class
                B Limited Partners
            
            
            719,722
            
            
            826,272Total
                Partners' Deficit
            
            
            (20,986,183
            )
            
            (20,462,277
            )Total
                Liabilities AndPartners'
                Deficit
            
            $
            17,071,974
            
            $
            16,996,334





See
      Notes
      to Financial Statements


-
          3
          -


**UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND I**


**A
      MICHIGAN LIMITED PARTNERSHIP**





**STATEMENTS
      OF OPERATIONS**


**(unaudited)**





**THREE MONTHS ENDED****March 31, 2008**
            
            **March 31, 2007**Income:Rental
                Income
            
            $
            136,807
            
            $
            159,124Other
            
            
            18,610
            
            
            14,033Total
                Income
            
            $
            155,417
            
            $
            173,157Operating
                Expenses:Administrative
                Expenses(Including
                $41,522 and $73,181, in Property Management Fees Paid to an Affiliate
                for
                the Three Month Period Ending March 31, 2008 and 2007 Respectively)
            
            
            47,094
            
            
            53,940Property
                Taxes
            
            
            38,238
            
            
            38,391Utilities
            
            
            13,770
            
            
            14,196Property
                Operations
            
            
            9,552
            
            
            39,952Depreciation
            
            
            42,827
            
            
            43,790Interest
            
            
            57,255
            
            
            83,259Total
                Operating Expenses
            
            $
            208,736
            
            $
            273,528Loss
                from Continued Operations
            
            $
            (53,319
            )
            $
            (100,371
            )Loss
                from Discontinued Operations
            
            $
            (470,587
            )
            $
            (891,112
            )Net
                Loss
            
            $
            (523,906
            )
            $
            (991,483
            )Loss
                Per Unit:Continuing
                Operations Class A
            
            
            (2.03
            )
            
            (3.24
            )Continuing
                Operations Class B
            
            
            (0.33
            )
            
            (1.51
            )Discontinued
                Operations Class A
            
            
            (13.42
            )
            
            (27.24
            )Discontinued
                Operations Class B
            
            
            (10.57
            )
            
            (16.57
            )Distribution
                Per Unit:
            
            
            0.00
            
            
            0.00Weighted
                Average Number Of Units Of Beneficial Assignment Of Limited Partnership
                Interest Outstanding During The Twelve and Three Month Period Ended
                December 31, 2008 and 2007.
            
            
            20,230
            
            
            20,2309,770
            
            
            9,770





**STATEMENT
      OF PARTNERS' EQUITY (DEFICIT) (Unaudited)**





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




See
      Notes
      to Financial Statements


-
          4
          -





**** **UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND**


**A
      MICHIGAN LIMITED PARTNERSHIP**




**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**





**THREE MONTHS ENDED****March 31,2008**
            
            **March 31, 2007**Cash
                Flows From Operating Activities:Net
                Loss
            
            $
            (523,906
            )
            $
            (991,483
            )Adjustments
                To Reconcile Net LossTo
                Net Cash Used In:Operating
                Activities:Depreciation
            
            
            42,827
            
            
            241,392Amortization
            
            
            72,153
            
            
            72,153Decrease
                in Security Deposit Escrow
            
            
            14,400
            
            
            150,158Increase
                In Other Assets
            
            
            (244,350
            )
            
            (25,513
            )Increase
                (Decrease) In Accounts Payable
            
            
            4,326
            
            
            (56,208
            )Increase
                In Other Liabilities
            
            
            218,070
            
            
            182,468Total
                Adjustments:
            
            
            107,426
            
            
            564,450Net
                Cash Used In Operating Activities
            
            
            (416,480
            )
            
            (427,033
            )Cash
                Flows Used In Investing Activities:Capital
                Expenditures
            
            
            0
            
            
            (27,956
            )Cash
                Flows From Financing Activities:Net
                Payments on Line of Credit
            
            
            0
            
            
            (37,500
            )Distributions
                To Partners
            
            
            0
            
            
            (157,125
            )Proceeds
                on Mortgage Payable
            
            
            377,521
            
            
            500,575Net
                Cash Provided by Financing Activities
            
            
            377,521
            
            
            305,950Decrease
                In Cash and Equivalents
            
            
            (38,959
            )
            
            (149,039
            )Cash
                and Equivalents, Beginning
            
            
            125,537
            
            
            657,371Cash
                and Equivalents, Ending (1)
            
            $
            86,578
            
            $
            508,332




(1)
      Includes cash and cash equivalents of $83,519 and $508,332 classified in assets
      of discontinued operations.




See
      Notes
      to Financial Statements


-
          5
          -


UNIPROP
      MANUFACTURED HOUSING COMMUNITIES INCOME FUND,


A
      MICHIGAN LIMITED PARTNERSHIP





**NOTES
      TO FINANCIAL STATEMENTS**


March
      31,
      2008 (Unaudited)





**1.**  **Basis
      of Presentation:**





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





**2.**  **Recent
      Accounting Pronouncements:**





In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an
      interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 is effective for
      fiscal years beginning after December 15, 2006. This interpretation clarifies
      the accounting for uncertainty in income taxes recognized in accordance with
      SFAS 109, “Accounting for Income Taxes” and prescribes a recognition threshold
      and measurement attribute for the financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax return.
      This Interpretation also provides guidance on various related matters such
      as
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. The adoption of FIN 48 did not have any
      impact on the Partnership’s financial position or results of
      operations.





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


-
          6
          -


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





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





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


-
          7
          -


**3.**  **Mortgage
      Payable:**





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





**4.**  **Management’s
      Plans:**





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





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





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





**5.**  **Discontinued
      Operations and Asset Held for Sale:**





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





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


-
          8
          -


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





The
      carrying amounts of the major classes of assets and liabilities of Discontinued
      operations and Asset held for sale as of March 31, 2008, were as
      follows:




(1)
      Total
      Assets of $14,192,147 consisting of Current Assets of $812,738, including
      escrows for taxes and insurance and Fixed Assets of $27,171,171 less Accumulated
      Depreciation of $14,474,012, and Unamortized Financing Cost of $682,250; and
      (2)
      Total Liabilities of $681,836 consisting of Current Liabilities only.





The
      carrying amounts of the major classes of assets and liabilities of Discontinued
      operations and Asset held for sale as of December 31, 2007, were as
      follows:





(1)
      Total
      Assets of $14,077,368 consisting of Current Assets of $625,806, including
      escrows for taxes and insurance and Fixed Assets of $27,179,013 less Accumulated
      Depreciation of $14,481,853, and Unamortized Financing Cost of $754,402; and
      (2)
      Total Liabilities of $490,543 consisting of Current Liabilities only.





The
      major
      classes of revenue and expenses of Discontinued operations and Asset held for
      sale as of March 31, 2008, were as follows:





(1)
      Total
      Revenue of $675,147 consisting of Rent Revenue of $664,200 and Other Revenue
      of
      $10,947; and (2) Total Operating Expenses of $1,145,734, consisting of
      Administrative Expenses of $229,347, Property Tax Expenses of $231,555, Utility
      Expenses of $44,307, Property Operation Expenses of $56,057 and Interest Expense
      of $584,468





The
      major
      classes of revenue and expenses of Discontinued operations and Asset held for
      sale as of March 31, 2007, were as follows:





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


-
          9
          -


**6.**  **Sell
      off of Home Loan Contracts:**





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





**ITEM
      2.**


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





Recent
      Accounting Pronouncements





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





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


The
      adoption of SFAS No. 157 with respect to only the Partnership’s financial assets
      and financial liabilities had no impact on the Partnership’s financial position
      and results of operations.


-
          10
          -


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





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





Capital
      Resources





The
      Partnership's capital resources consist primarily of its three manufactured
      housing communities and Aztec Estates. On March 25, 1997 the Partnership
      borrowed $33,500,000 from Nomura Asset Capital Corporation (the “Financing”). It
      secured the Financing by placing liens on its four communities. As a result
      of
      the Financing, the Partnership distributed $30,000,000 to the Limited Partners,
      which represented a full return of the original capital contributions of $1,000
      per unit. As part of the refinancing which occurred on August 11, 2006, this
      note has been defeased, which required the Partnership to establish an
      irrevocable defeasance trust through a successor borrower, by placing risk
      free
      treasury bills into the trust to fund this mortgage. This mortgage was fully
      paid off by the successor borrower from funds in the irrevocable defeasance
      trust on January 11, 2007.


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          11
          -


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





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





The
      Partnership incurred $1,154,449 in financing costs as a result of the
      refinancing which will be amortized over the remaining life of the loan period.





Liquidity





The
      Partnership’s long-term liquidity is based, in part, upon its investment
      strategy. The properties owned by the Partnership were anticipated to be held
      for seven to ten years after their acquisition. All of the properties have
      been
      owned by the Partnership more than ten years. The General Partner may elect
      to
      have the Partnership own the properties for as long as, in the opinion of the
      General Partner, it is in the best interest of the Partnership to do so. All
      four properties are now being actively marketed for sale. As of March 31, 2008,
      the Partnership’s cash balance amounted to $86,578. The level of cash balance
      maintained is at the discretion of the General Partner.




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





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


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          12
          -


The
      partnership agreement provides for a quarterly Partnership Management
      Distribution to be made to the General Partner. For the quarter ended March
      31,
      2008, the Partnership Management Distribution was calculated to be $132,500,
      or
      one-fourth of 1.0% of the most recent appraised value of the properties held
      by
      the Partnership ($53,000,000 x 1⁄4 %= $132,500). The payment of this distribution
      has been suspended to maintain cash flow.





The
      General Partner has continued to suspend payment of the Incentive Management
      Distribution during this quarter.





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





Results
      of Operations





Overall,
      as illustrated in the tables below, the three operating properties had a
      combined average occupancy of 50% at the end of March 2008, versus 67% a year
      ago. There was no change in average monthly rent of $490 from March 2007
      compared to the average monthly rent for March 2008 (average rent not a weighted
      average).





Total
            
            Occupied
            
            Occupancy
            
            Average*Capacity
            
            Sites
            
            Rate
            
            RentAztec
                Estates
            
            
            0
            
            
            0
            
            
            0
            %
            $
            0Kings
                Manor
            
            
            314
            
            
            165
            
            
            53
            
            
            565Old
                Dutch Farms
            
            
            293
            
            
            102
            
            
            35
            
            
            450Park
                of the Four Seasons
            
            
            572
            
            
            326
            
            
            57
            
            
            454Total
                on 3/31/08:
            
            
            1,179
            
            
            593
            
            
            50
            %
            $
            490Total
                on 3/31/07:
            
            
            1,179
            
            
            795
            
            
            67
            %
            $
            490


*Not
      a
      weighted average




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          13
          -




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





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





**Comparison
      of Quarter Ended March 31, 2008 to Quarter Ended March 31,
      2007**





Gross
      revenues from continuing operations decreased $17,740 to $155,417 in 2008,
      as
      compared to $173,157 in 2007. The decrease was mainly due to decrease in
      occupancy at the Old Dutch Farms property due to economic conditions in
      southeastern Michigan. (See table on previous page)





Gross
      revenues from discontinued operations decreased $618,774 to $675,028 in 2008
      as
      compared to $1,293,802 in 2007. The decrease was mainly due to the redevelopment
      of the Aztec Estates property as a mixed-use residential development, and
      decreasing occupancy levels at the Kings Manor and Park of Four Seasons
      properties.





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


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          14
          -


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





Off
      Balance Sheet Arrangements




The
      Partnership has no off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on the Partnership’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to its investors.





**ITEM
      3.**


**QUANTITATIVE
      AND QUALITATIVE**


**DISCLOSURES
      ABOUT MARKET RISK**





The
      Partnership is exposed to interest rate rise primarily through its borrowing
      activities. There is inherent roll over risk for borrowings as they mature
      and
      are renewed at current market rates. The extent of this risk is not quantifiable
      or predictable because of the variability of future interest rates and the
      Partnership’s future financing requirements.





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





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





Term-Note :
      The
      Partnership has obtained an unsecured term note with National City Bank of
      the
      Midwest for $750,000, requiring monthly payments of $12,500 plus interest at
      LIBOR plus 1.80% which was 4.50% at March 31, 2008 and is due on October 19,
      2010. The outstanding balance under this agreement was $475,000 at March 31,
      2008.


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          15
          -


Beginning
      with the October, 2007 payment, National City Bank agreed to defer the principal
      portion of the monthly payment as a result of Management’s efforts to conserve
      cash. The deferred principal payments will be due in October 2010.





No
      additional interest charges were incurred as a result of the principal payment
      deferral. This deferral was achieved by having a principal of the General
      Partner personally guarantee the deferral note, receiving no compensation for
      the guaranty.





A
      10%
      adverse change in interest rates on the portion of the Partnership’s debt
      bearing interest at variable rates would result in an increase in interest
      expense of more than $200,000. As part of the refinance, the Partnership
      negotiated a variable interest rate which could expose the Partnership to higher
      interest expense if LIBOR were to increase dramatically. As previously
      described, the Partnership has entered into an interest rate cap to mitigate
      some of the variable rate interest exposure. Management does not expect it
      to
      have any effect on interest expense, absent some unforeseen economic event
      which, cannot be predicted.





The
      Partnership does not enter into financial instruments transactions for trading
      or other speculative purposes or to manage its interest rate exposure, except
      for the interest rate cap previously described.





**ITEM
      4.**


**CONTROLS
      AND PROCEDURES**





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


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





**PART
      II - OTHER INFORMATION**





**ITEM
      1.**


**LEGAL
      PROCEEDINGS**


None.


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          16
          -





**ITEM
      1A.**


**RISK
      FACTORS**





FACTORS
      THAT MAY AFFECT FUTURE OPERATING RESULTS





The
      following risks and uncertainties could cause our business, financial condition
      or results of operations to be materially adversely affected. In that case,
      we
      might not be able to pay distributions on our Units, the net asset values of
      the
      Units could decline, and a Unit holder might lose all or a portion of its
      investment.





1.
                **The
                    Partnership May Not be Able to Generate Sufficient Working Capital
                    to Fund
                    its Operations.**There can be no assurance that the Partnership will generate
                    sufficient
                    working capital from operations to operate the business or to
                    fund
                    distributions. Further, there can be no assurance that the Partnership
                    will beable
                    to borrow additional funds on terms favorable to the Partnership,
                    if at
                    all, tomeet
                    working capital needs or to make distributions to the Unitholders.





2.
            **Real
                Estate Appraisals.**The
                Partnership appraises its properties annually. Should the Partnership
                actually sell a property, the net cash proceeds from the sale may
                or may
                not correspond to the appraised value. In the event the appraised
                value
                exceeds the actual value, the Partnership’s ability to meet its
                obligations would be adversely
                affected.





3.
            **Real
                Estate Investments.**The Partnership’s investments are subject to the same risks generally
                incident to the ownership of real estate including: the uncertainty
                of
                cash flow to meet fixed or variable obligations, adverse changes
                in
                economic conditions, changes in the investment climate for real estate,
                adverse changes in local market conditions, changes in interest rates
                and
                the availability of mortgage funds or chattel financing, changes
                in real
                estate tax rates, governmental rules and regulations, acts of God
                and the
                inability to attract or retain residential
                tenants.





The
      manufactured housing industry is now in the seventh consecutive year of  declining
      unit sales due, in part, to lack of financing for the purchase of  manufactured
      homes intended to be sited in land-lease communities.





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





4.
            **The
                General Partner and its Affiliates have Conflicts of
                Interest.**Although the General Partner has a fiduciary duty to manage the
                Partnership in a manner beneficial to the Unit holders, the directors
                and
                officers of the General Partner have a fiduciary duty to manage the
                General Partner in a manner beneficial to its
                owners.


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          17
          -


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





5.
            **Reliance
                on General Partner’s Direction and Management of the
                Properties.**The success of the Partnership will, to a large extent, depend on
                the
                quality of the management of the Properties by the General Partner
                and
                affiliates of the General Partner and their collective judgment with
                respect to the operation, financing and disposition of the Properties.
                To
                the extent that the General Partner and its affiliates are unable
                to hire
                and retain quality management talent, the Partnership’s financial results
                and operations may be adversely affected.





6.
            **Federal
                Income Tax Risks.**Federal income tax considerations will affect materially the economic
                consequences of an investment in the Properties. The tax consequences
                of
                the Partnership’s activities are complex and subject to many
                uncertainties. Changes in the federal income tax laws or regulations
                may
                adversely affect the Partnership’s financial results and its ability to
                make distributions to the Unit holders. Additionally, the tax benefits
                enjoyed by the Unit holders may be reduced or eliminated.





7.
            **Limited
                Liquidity of the Units.**The transfer of Units is subject to certain limitations. The public
                market
                for such Units is limited. Unit Holders may not be able to liquidate
                their
                investment promptly or at favorable prices, if at
                all.





8.
            **Competition.**The business of owning and operating residential manufactured housing
                communities is highly competitive. The Partnership competes with
                a number
                of established communities having greater financial resources. Moreover,
                there has been a trend for manufactured housing community residents
                to
                purchase home sites either collectively or individually. The Partnership’s
                inability to compete successfully with its competitors would adversely
                impact the Partnership’s financial results and
                operations.





9.
            **Management
                and Control of Partnership Affairs.**The General Partner is vested with full authority as to the general
                management and supervision of the business affairs of the Partnership.
                Except for certain voting rights in specific circumstances, the unit
                holders do not have the right to participate in the management of
                the
                Partnership or its operations.





10.
            **Uninsured
                Losses.**The
                Partnership carries comprehensive insurance, including liability,
                fire and
                extended coverage, and rent loss insurance which is customarily obtained
                for real estate projects. There are certain types of losses, however,
                that
                may be uninsurable or not economically insurable such as certain
                damage
                caused by a hurricane. If such losses were to be incurred, the financial
                position and operations of the Partnership as well as the Partnership’s
                ability to make distributions would be adversely affected.


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          18
          -


11.
            **Environmental
                Matters.**Because the Partnership deals with real estate, it is subject to
                various
                federal, state and local environmental laws, rules and regulations.
                Changes in such laws, rules and regulations may cause the Partnership
                to
                incur increased costs of compliance which may have a material adverse
                effect on the operations of the Partnership and its ability to make
                distributions to Unit holders.





12.
            **No
                Guarantee of Distributions.**The General Partner has and, in the future, may withhold cash for
                distributions for extended periods of time if such cash is necessary
                to
                build cash reserves or for the conduct of the Partnership’s business.





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





13.
            **Going
                Concern.**The
                Partnership will likely deplete its liquid resources before the end
                of
                fiscal year 2008 unless it is successful in selling one or more of
                its
                Properties. There can be no assurance, however, that management will
                be
                able to sell any of the properties. In addition, there is no assurance
                that Management will be able to comply with its existing debt requirements
                or raise additional debt capital either immediately or in the future.
                In
                the event that management is unable to raise additional capital form
                the
                sales of its properties or from additional financing, the Partnership
                may
                be forced to curtail or cease
                operations.





**ITEM
      6. EXHIBITS**


**Exhibit
                  31.1**
              Principal
                  Executive Officer Certification pursuant to Rule 13a-14(a)/15d-
                  14(a) of
                  The Securities and Exchange Act of 1934, as amended**Exhibit
                  31.2**
              Principal
                  Financial Officer Certification pursuant to Rule 13a-14(a)/15d-
                  14(a) of
                  The Securities and Exchange Act of 1934, as amended**Exhibit
                  32.1**
              Certifications
                  pursuant to 18 U.S C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes -Oxley Act of
                  2002.


-
          19
          -


**SIGNATURES**





Pursuant
      to the requirements of the Securities and Exchange Act of 1934, the Registrant
      has duly caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Uniprop
                Manufactured HousingCommunities
                Income Fund,A
                Michigan Limited PartnershipBY:
            P.I.
                Associates Limited Partnership,A
                Michigan Limited Partnership,its
                General PartnerBY:
            /s/
                Paul M. ZlotoffPaul
                M. Zlotoff, General PartnerBY:
            /s/
                Joel SchwartzJoel
                Schwartz, Principal Financial
                Officer





Dated:
      May 13, 2008


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          20
          -