<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the Quarter Ended March 31, 2005                 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. employer
incorporation or organization)                    identification number)

                  280 DAINES STREET, BIRMINGHAM, MICHIGAN 48009
               (Address of principal executive offices) (Zip Code)

                                 (248) 645-9261
              (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 [ ]

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 [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                              Yes [ ]   No [X]

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
PART I         FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Balance Sheets March 31, 2005 (Unaudited) and December 31, 2004                           3

          Statements of Operations Three months ended March 31, 2005 and 2004 (Unaudited)           4

          Statement of Partner's Equity (Deficit) Three months ended March 31, 2005 (Unaudited)     4

          Statements of Cash Flows Three months ended March 31, 2005 and 2004 (Unaudited)           5

          Notes to Financial Statements March 31, 2005(Unaudited)                                   6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     6

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                9

ITEM 4.   CONTROLS AND PROCEDURES                                                                  10

PART II        OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                                        11

ITEM 6.   EXHIBITS                                                                                 11
</TABLE>

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                                  BALANCE SHEET

ASSETS

<TABLE>
<CAPTION>
                                        MARCH 31,2005   DECEMBER 31, 2004
                                        -------------   -----------------
                                         (UNAUDITED)
<S>                                     <C>             <C>
Properties:
  Land                                  $   5,280,000     $   5,280,000
  Buildings And Improvements               26,042,127        25,898,323
  Furniture And Fixtures                      229,878           229,879
                                        -------------     -------------
                                           31,552,005        31,408,202

  Less Accumulated Depreciation            14,966,592        14,734,193
                                        -------------     -------------
                                           16,585,413        16,674,009

Cash And Cash Equivalents                     202,514           200,760
Cash - Security Escrow                        305,158           305,158
Unamortized Finance Costs                     173,048           194,548
Manufactured Homes and Improvements         1,172,948         1,204,893
Other Assets                                1,069,885           751,371
                                        -------------     -------------

Total Assets                            $  19,508,966     $  19,330,739
                                        -------------     -------------
</TABLE>

LIABILITIES AND PARTNERS' DEFICIT

<TABLE>
<CAPTION>
                                       MARCH 31, 2005   DECEMBER 31, 2004
                                       --------------   -----------------
                                        (UNAUDITED)
<S>                                    <C>              <C>
Line of Credit                         $     305,000      $      40,000
Accounts Payable                             217,130            176,661
Other Liabilities                            929,570            708,052
Note Payable-Affiliate                       658,164            565,190
Mortgage Payable                          31,078,126         31,190,519
                                       -------------      -------------

Total Liabilities                      $  33,187,990      $  32,680,422

Partners' Equity (Deficit) :
  General Partner                         (5,076,778)        (4,884,110)
  Class A Limited Partners               (10,065,447)        (9,907,130)
  Class B Limited Partners                 1,463,201          1,441,557
                                       -------------      -------------

Total Partners' Deficit                  (13,679,024)       (13,349,683)
                                       -------------      -------------

Total Liabilities And
  Partners' Deficit                    $  19,508,966      $  19,330,739
                                       -------------      -------------
</TABLE>

                        See Notes to Financial Statements

                                        3

<PAGE>

               UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                              MARCH 31,2005      MARCH 31,2004
                                                              --------------     --------------
                                                                (Unaudited)        (Unaudited)
<S>                                                           <C>                <C>
Income:
  Rental Income                                                $   1,938,347      $   2,037,344
  Home Sale Income                                                   394,700            215,485
  Other                                                              103,262            104,873
                                                               -------------      -------------

Total Income                                                   $   2,436,309      $   2,357,702
                                                               -------------      -------------

Operating Expenses:
  Administrative Expenses
  (Including  $101,811 and $106,918 in Property Management
   Fees Paid to An Affiliate for the Three Month Period
  Ended March 31, 2005 and 2004, Respectively)                       502,452            551,109
  Property Taxes                                                     244,308            243,867
  Utilities                                                          141,221            142,882
  Property Operations                                                312,316            291,194
  Depreciation And Amortization                                      253,899            238,714
  Interest                                                           641,384            657,298
  Home Sale Expense                                                  399,070            196,175
                                                               -------------      -------------

Total Operating Expenses                                       $   2,494,650      $   2,321,239
                                                               -------------      -------------

Net Income (Loss)                                             ($      58,341)     $      36,463
                                                               -------------      -------------

Income (Loss) Per Limited Partnership Unit:
  Class A                                                     ($        4.83)    ($        2.10)
  Class B                                                      $        5.22      $        7.34

Distribution Per Limited Partnership Unit
  Class A                                                      $        3.00      $        3.00
  Class B                                                      $        3.00      $        3.00

Weighted Average Number Of Limited
 Partnership Units Outstanding
  Class A                                                             20,230             20,230
  Class B                                                              9,770              9,770
</TABLE>

STATEMENT OF PARTNER'S EQUITY (DEFICIT) (UNAUDITED)

<TABLE>
<CAPTION>
                                              Total       General Partner  Class A Limited  Class B Limited
<S>                                        <C>            <C>              <C>              <C>
Beginning Balance of December 31, 2004     (13,349,683)      (4,884,110)      (9,907,130)       1,441,557
Net Income                                     (58,341)         (11,668)         (97,627)          50,954
Distributions                                 (271,000)        (181,000)         (60,690)         (29,310)
                                           -----------       ----------      -----------        ---------
BALANCE AS OF MARCH 31, 2005               (13,679,024)      (5,076,778)     (10,065,447)       1,463,201
</TABLE>

See Notes to Financial Statements

                                        4

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                   MARCH 31, 2005   MARCH 31, 2004
                                                   --------------   --------------
<S>                                                <C>              <C>
Cash Flows From Operating Activities:
  Net Income (Loss)                                 ($   58,341)     $    36,463
                                                    -----------      -----------

Adjustments To Reconcile Net Income (Loss)
 To Net Cash Provided By
  Operating Activities:
  Depreciation                                          232,399          217,214
  Amortization                                           21,500           21,500
  (Increase) Decrease in Homes and Improvements          31,945         (332,215)
  (Increase) Decrease In Other Assets                  (318,514)         112,579
  Increase (Decrease) In Accounts Payable                40,469          (28,406)
  Increase (Decrease) In Other Liabilities              221,518          106,636
                                                    -----------      -----------

Total Adjustments:                                      229,317           97,308
                                                    -----------      -----------

    Net Cash Provided By
      Operating Activities                              170,976          133,771
                                                    -----------      -----------

Cash Flows Used In Investing  Activities:
        Capital Expenditures                           (143,803)         (21,893)
                                                    -----------      -----------

Cash Flows From Financing Activities:
        Net Borrowing on Line of Credit                 265,000           35,000
        Distributions To Partners                      (271,000)        (263,375)
        Proceeds from Note Payable to Affiliate          92,974                0
        Principal Payments on Mortgage                 (112,393)         (96,555)
                                                    -----------      -----------

Net Cash Used In Financing Activities                   (25,419)        (324,930)
                                                    -----------      -----------

Increase (Decrease) In Cash and Equivalents               1,754         (213,052)

Cash and Equivalents, Beginning                         200,760          258,423
                                                    -----------      -----------
Cash and Equivalents, Ending                        $   202,514      $    45,371
                                                    -----------      -----------
</TABLE>

                        See Notes to Financial Statements

                                        5
<PAGE>

             UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2005 (Unaudited)

1.    BASIS OF PRESENTATION:

The accompanying unaudited 2005 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, 2004 has been derived from the
audited financial statements at that date. Operating results for the three
months ended March 31, 2005 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2005, 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, 2004.

2.    COMMITMENTS AND CONTINGENCES

A group of current residents, on March 4, 2005 filed a class action lawsuit in
the Circuit Court of Oakland County against the Partnership and the General
Partner of the Partnership claiming that the Old Dutch Farms community did not
honor its obligations with respect to operating various aspects of the
community. The complaint requests damages, costs and injunctive relief. Counsel
for the Partnership is presently reviewing and preparing an answer to the
complaint on behalf of the Partnership. While the discovery process has not yet
begun, the Partnership intends to vigorously defend against this claim. The
amount of potential liability, if any, is indeterminable at the time.

The City of Novi, Michigan, as of February 11, 2004 filed a lawsuit in the
Circuit Court of Oakland County against the Partnership to compel the Old Dutch
Farms community to connect to the City of Novi sanitary sewer system. The
Partnership has reached a settlement agreement with the City of Novi. The
Partnership will pay a tap fee of $730,000 based on an estimated water use by
the residents, subject to adjustments after a three year monitoring period based
on actual meter reading water usage. The cost of connection and removal of the
current sanitary sewer system is estimated to be approximately $200,000. The
Partnership anticipates these cost will be incurred during 2005.

In connection with the settlement agreement, the partnership has obtained an
unsecured $750,000 note payable to a bank requiring monthly payments of $12,500
plus interest at LIBOR plus 1.8% and is due on December 2009. There was no
outstanding balance under this agreement at March 31, 2005.

                                      -6-

<PAGE>

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

Capital Resources

The Partnership's capital resources consist primarily of its four manufactured
housing communities. 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.

Liquidity

As a result of the Financing, the Partnership's four properties are mortgaged.
At the time of the Financing, the aggregate principal amount due under the four
mortgage notes was $33,500,000 and the aggregate fair market value of the
Partnership's mortgaged properties was $53,200,000. The Partnership expects to
meet its short-term liquidity needs generally through its working capital
provided by operating activities.

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.

The Partnership has a renewable $1,000,000 line of credit with Uniprop Home
Finance, an affiliated entity. The interest rate is the prime minus .5% which
was 5.25% at March 31,2005. The sole purpose of the line of credit is to
purchase new and used homes to use as model homes offered for sale within the
Partnership's communities. Over the past three years, sales of the new and used
model homes have been growing and the General Partner believes that continuing
the model home program is in the best interest of the Partnership. As of March
31, 2005 the outstanding balance on the line of credit was $658,164.

The Partnership has a renewable $1,000,000 line of credit with National City
Bank of Michigan/Illinois. The interest rate floats at 180 basis points above 1
month LIBOR which was 2.79% at March 31, 2005. As of March 31, 2005 the
outstanding balance of this credit facility was $305,000.

                                      -7-

<PAGE>

The quarterly Partnership Management Distribution paid to the General Partner
during the first quarter results was $158,500, or one-fourth of 1.0% of the most
recent appraised value of the properties held by the Partnership ($63,400,000 x
1/4%= $158,500).

The General Partner elected to make a total distribution of $112,500 for the
first quarter of 2005 (unchanged from 2004), 80% or $90,000, was paid to the
Limited Partners and 20% or $22,500 was paid to the General Partner.

While the Partnership is not required to maintain a working capital reserve, the
Partnership has not distributed all the cash generated from operations in order
to build cash reserves. As of March 31, 2005, the Partnership's cash balance
amounted to $202,514. The level of cash balance maintained is at the discretion
of the General Partner.

Results of Operations

OVERALL, as illustrated in the tables below, the four properties had a combined
average occupancy of 77% at the end of March 2005, versus 85% a year ago. The
average monthly rent in March 2005 was approximately $487, compared to the $477
average monthly rent in March 2004 (average rent not a weighted average).

<TABLE>
<CAPTION>
                             Total     Occupied    Occupancy    Average*
                            Capacity    Sites        Rate         Rent
                            --------   --------    ---------    --------
<S>                         <C>        <C>         <C>          <C>
Aztec Estates                    645        478           74%   $    529
Kings Manor                      314        296           94         535
Old Dutch Farms                  293        191           65         450
Park of the Four Seasons         572        432           76         435
                               -----      -----           --    --------

Total on 3/31/05:              1,824      1,397           77%   $    487
Total on 3/31/04:              1,824      1,559           85%   $    477
</TABLE>

*Not a weighted average

                                      -8-

<PAGE>

<TABLE>
<CAPTION>

                                GROSS REVENUE             NET INCOME (LOSS)
                             Three months ended           THREE MONTHS ENDED
                           -----------------------     -----------------------
                            3/31/2005    3/31/2004      3/31/2005    3/31/2004
                           ----------   ----------     ----------   ----------
<S>                        <C>          <C>            <C>          <C>
Aztec Estates              $  966,447   $  990,005     $  353,356   $  336,254
Kings Manor                   591,368      424,504        284,461      261,971
Old Dutch Farms               252,693      322,372         95,708      151,841
Park of the Four Seasons      623,630      619,496        331,718      370,788
                           ----------   ----------     ----------   ----------
                           $2,434,138   $2,356,377     $1,065,243   $1,120,854
Partnership
 Management                $    2,171   $    1,325        (83,910)     (89,554)

Other Expenses                                           (144,391)     (98,825)

Interest Expense                                         (641,384)    (657,298)

Depreciation and
 Amortization                                            (253,899)    (238,714)
                                                       ----------   ----------
TOTAL:                     $2,436,309   $2,357,702     $  (58,341)  $   36,463
                           ==========   ==========     ==========   ==========
</TABLE>

COMPARISON OF QUARTER ENDED  MARCH 31, 2005 TO QUARTER ENDED MARCH 31, 2004

Gross revenues increased $78,607 to $2,436,309 in 2005, as compared to
$2,357,702 in 2004. The increase was the result of higher home sale income.

As described in the Statements of Income, total operating expenses were $173,411
higher, moving from $2,321,239 to $2,494,650. The increase was due to an
increase in property operating expenses as well as an increase in home sale
expenses.

As a result of the aforementioned factors, the Partnership had a net loss of
$58,541 for the first quarter of 2005 compared to net income of $36,463 for the
same quarter of the prior year.

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.

                                      -9-

<PAGE>

      Note Payable: At March 31, 2005 the Partnership had a note payable
outstanding in the amount of $31,078,126. Interest on this note is at a fixed
annual rate of 8.24% through July 2007.

      Line-of-Credit: At March 31, 2005 the Partnership owed $305,000 under its
line-of-credit agreement, whereby interest is charged at a variable rate of
1.80% in excess of One Month LIBOR which was 2.79% as of March 31, 2005.

      Term-Note: The Partnership has obtained an unsecured term note with
National City Bank of the Midwest for $750,000. The monthly payments of $12,500
plus interest at LIBOR plus 1.80% which was 2.79% at March 31, 2005, will be due
for five years from funding. Currently this note has not been funded. This term
note was established for the cost of the sewer connection at Old Dutch Farms.

      Line-of- Credit for Homes: At March 31, 2005 the partnership had a line of
credit outstanding to an affiliated entity in the amount of $658,164, whereby
interest is accrued at prime minus .5% (5.25 at March 31, 2005).

A 10% adverse change in interest rates of the portion of the Partnership's debt
bearing interest at variable rates would result in an increase in interest
expense of less than $10,000 annually.

The Partnership does not enter into financial instruments transactions for
trading or other speculative purposes or to manage its interest rate exposure.

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.

                                      -10-

<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDING

See Note 2 of the Notes to Unaudited Financial Statements for information
concerning legal proceedings.

ITEM 6. EXHIBITS

EXHIBIT 31.1  Section 302 Certification from the Principal Executive Officer

EXHIBIT 31.2  Section 302 Certification from the Principal Financial Officer

EXHIBIT 32.1  Section 906 Certification from the Principal Executive Officer and
              the Principal Financial Officer

                                      -11-

<PAGE>

                                   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 Housing
                                     Communities Income Fund,
                                     A Michigan Limited Partnership

                                 BY: P.I. Associates Limited Partnership,
                                     A Michigan Limited Partnership,
                                     its General Partner

                                 BY: /s/ Paul M. Zlotoff
                                     --------------------------------
                                     Paul M. Zlotoff, General Partner

                                 BY: /s/ Joel Schwartz
                                     ---------------------------------------
                                     Joel Schwartz, Principal Financial Officer

Dated: May 10, 2005

<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                        Exhibit description
-----------                        -------------------
<S>            <C>
EXHIBIT 31.1   Section 302 Certification from the Principal Executive Officer

EXHIBIT 31.2   Section 302 Certification from the Principal Financial Officer

EXHIBIT 32.1   Section 906 Certification from the Principal Executive Officer
               and the Principal Financial Officer
</TABLE>