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 June 30, 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**
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              **38-2593067**
                (I.R.S.
                  employer
                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
                SheetsJune
                30, 2008 (Unaudited) andDecember
                31, 2007
            3Statements
                of OperationsSix
                and Three months ended June 30, 2008and
                2007 (Unaudited)
            4Statement
                of Partners’ Equity (Deficit)Six
                months ended June 30, 2008 (Unaudited)
            4Statements
                of Cash FlowsSix
                months ended June 30, 2008and
                2007 (Unaudited)
            5Notes
                to Financial StatementsJune
                30, 2008 (Unaudited)
            6ITEM
                2.
            MANAGEMENT'S
                DISCUSSION AND ANALYSISOF
                FINANCIAL CONDITION AND RESULTSOF
                OPERATIONS
            9ITEM
                3.
            QUANTITATIVE
                AND QUALITATIVEDISCLOSURES
                ABOUT MARKET RISK
            14ITEM
                4.
            CONTROLS
                AND PROCEDURES
            15PART
                II
            OTHER
                INFORMATIONITEM
                1.
            LEGAL
                PROCEEDINGS
            16ITEM 1A.
            RISK
                FACTORS
            16ITEM
                6.
            EXHIBITS
            19





**UNIPROP
        MANUFACTURED HOUSING COMMUNITIES INCOME FUND**
 **A
        MICHIGAN LIMITED PARTNERSHIP**
  **BALANCE
        SHEETS**
 
 **ASSETS**
              
              **June 30, 2008**
              
              **December 31, 2007****(Unaudited)**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
              
              
              (2,761,895
              )
              
              (2,678,874
              )2,824,034
              
              
              2,907,055Cash
                  And Cash Equivalents
              
              
              0
              
              
              0Other
                  Assets
              
              
              28,675
              
              
              11,911Assets
                  of Discontinued Operations
              
              
              14,280,333
              
              
              14,077,368Total
                  Assets
              
              $
              17,133,042
              
              $
              16,996,334**LIABILITIES
                  and PARTNERS' DEFICIT**
              
              
              **June 30, 2008**
              
              
              **December 31, 2007****(Unaudited)**Note
                  Payable-Bank
              
              $
              475,000
              
              $
              475,000Accounts
                  Payable
              
              
              16,903
              
              
              18,580Other
                  Liabilities
              
              
              129,668
              
              
              63,616Mortgage
                  Payable
              
              
              37,127,106
              
              
              36,410,872Liabilities
                  of Discontinued Operations
              
              
              806,910
              
              
              490,543Total
                  Liabilities
              
              $
              38,555,587
              
              $
              37,458,611Partners'
                  Equity (Deficit) :General
                  Partner
              
              
              (7,595,883
              )
              
              (7,403,829
              )Class
                  A Limited Partners
              
              
              (14,461,959
              )
              
              (13,884,720
              )Class
                  B Limited Partners
              
              
              635,297
              
              
              826,272Total
                  Partners' Deficit
              
              
              (21,422,545
              )
              
              (20,462,277
              )Total
                  Liabilities AndPartners'
                  Deficit
              
              $
              17,133,042
              
              $
              16,996,334
  See
        Notes
        to Financial Statements
  -
            3 -
 
 **UNIPROP
        MANUFACTURED HOUSING COMMUNITIES INCOME FUND I**
 **A
        MICHIGAN LIMITED PARTNERSHIP**
 
 **STATEMENTS
                  OF OPERATIONS**
              
              **SIX MONTHS ENDED**
              
              **THREE****MONTHS ENDED****(unaudited)**
              
              **June 30, 2008**
              
              **June 30, 2007**
              
              **June 30,2008**
              
              **June 30, 2007**Income:Rental
                  Income
              
              $
              267,460
              
              $
              308,642
              
              $
              130,653
              
              $
              149,518Other
              
              
              28,340
              
              
              27,843
              
              
              9,730
              
              
              13,810Total
                  Income
              
              $
              295,800
              
              $
              336,485
              
              $
              140,383
              
              $
              163,328Operating
                  Expenses:Administrative
                  Expenses(Including
                  $81,686, $130,588, $40,164 and $57,407, in PropertyManagement
                  Fees Paid to an Affiliate for the Six and ThreeMonth
                  Period ended June 30, 2008 and 2007 Respectively)
              
              
              94,233
              
              
              111,799
              
              
              47,139
              
              
              57,859Property
                  Taxes
              
              
              76,425
              
              
              76,752
              
              
              38,187
              
              
              38,361Utilities
              
              
              24,589
              
              
              24,074
              
              
              10,819
              
              
              9,878Property
                  Operations
              
              
              20,492
              
              
              57,889
              
              
              10,940
              
              
              17,937Depreciation
              
              
              83,021
              
              
              86,820
              
              
              40,194
              
              
              43,030Interest
              
              
              104,137
              
              
              153,659
              
              
              46,882
              
              
              70,400Total
                  Operating Expenses
              
              $
              402,897
              
              $
              510,993
              
              $
              194,161
              
              $
              237,465Loss
                  from Continued Operations
              
              
              ($107,097
              )
              
              ($174,508
              )
              
              ($53,778
              )
              
              ($74,137
              )Loss
                  from Discontinued Operations
              
              
              ($853,171
              )
              
              ($1,776,006
              )
              
              (382,584
              )
              
              (884,894
              )Net
                  Loss
              
              
              ($960,268
              )
              
              ($1,950,514
              )
              
              ($436,362
              )
              
              ($959,031
              )Loss
                  Per Unit:Continuing
                  Operations Class A
              
              
              (3.93
              )
              
              (5.77
              )
              
              (1.90
              )
              
              (2.53
              )Continuing
                  Operations Class B
              
              
              (0.64
              )
              
              (2.34
              )
              
              (0.31
              )
              
              (0.83
              )Discontinued
                  Operations Class A
              
              
              (24.60
              )
              
              (54.18
              )
              
              (11.18
              )
              
              (26.94
              )Discontinued
                  Operations Class B
              
              
              (18.91
              )
              
              (33.25
              )
              
              (8.33
              )
              
              (16.68
              )Distribution
                  Per Limited Partnership UnitClass
                  A
              
              
              0.00
              
              
              0.00
              
              
              0.00
              
              
              0.00Class
                  B
              
              
              0.00
              
              
              0.00
              
              
              0.00
              
              
              0.00Weighted
                  Average Number Of LimitedPartnership
                  Units OutstandingClass
                  A
              
              
              20,230
              
              
              20,230
              
              
              20,230
              
              
              20,230Class
                  B
              
              
              9,770
              
              
              9,770
              
              
              9,770
              
              
              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
              
              
              (960,268
              )
              
              (192,054
              )
              
              (577,239
              )
              
              (190,975
              )Distributions
              
              
              0
              
              
              0
              
              
              0
              
              
              0**Balance
                  as of June 30, 2008**
              
              
              (21,422,545
              )
              
              (7,595,883
              )
              
              (14,461,959
              )
              
              635,297
  See
        Notes
        to Financial Statements
  -
            4 -
 
 **UNIPROP
        MANUFACTURED HOUSING COMMUNITIES INCOME FUND**
 **A
        MICHIGAN LIMITED PARTNERSHIP**
  **STATEMENTS
        OF CASH FLOWS**
 **(Unaudited)**
 
 **THREE
                  MONTHS ENDED****June
                  30,2008**
              
              **June
                  30, 2007**Cash
                  Flows From Operating Activities:Net
                  Loss
              
              $
              (960,268
              )
              $
              (1,950,514
              )Adjustments
                  To Reconcile Net LossTo
                  Net Cash Used InOperating
                  Activities:Depreciation
              
              
              83,021
              
              
              471,826Amortization
              
              
              144,306
              
              
              144,306Decrease
                  in Security Deposit Escrow
              
              
              14,400
              
              
              150,158Increase
                  In Other Assets
              
              
              (432,415
              )
              
              (180,263
              )Increase
                  (Decrease) In Accounts Payable
              
              
              24,749
              
              
              (100,475
              )Increase
                  In Other Liabilities
              
              
              355,648
              
              
              301,673Total
                  Adjustments:
              
              
              189,709
              
              
              787,225Net
                  Cash Used In Operating Activities
              
              
              (770,559
              )
              
              (1,163,289
              )Cash
                  Flows Used In Investing Activities:Capital
                  Expenditures
              
              
              0
              
              
              (17,765
              )Cash
                  Flows From Financing Activities:Net
                  Payments on Line of Credit
              
              
              0
              
              
              (75,000
              )Distributions
                  To Partners
              
              
              0
              
              
              (157,125
              )Proceeds
                  from Mortgage Payable
              
              
              716,234
              
              
              1,087,783Net
                  Cash Provided by Financing Activities
              
              
              716,234
              
              
              855,658Decrease
                  In Cash and Equivalents
              
              
              (54,325
              )
              
              (325,396
              )Cash
                  and Equivalents, Beginning
              
              
              125,537
              
              
              657,371Cash
                  and Equivalents, Ending (1)
              
              $
              71,212
              
              $
              331,975
  (1)
        Includes cash and cash equivalents of $71,212 and $331,975 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**


June
      30,
      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 six months
      ended June 30, 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
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value and establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosure requirements
      about fair value measurements. In February 2008, the FASB issued Staff Position
      SFAS No. 157-2 (“FSP”) which delays the effective date of SFAS No. 157 for one
      year for non financial assets and non financial liabilities, except items that
      are recognized or disclosed at fair value in the financial statements on a
      recurring basis. The FSP defers the effective date of SFAS No. 157 to fiscal
      years beginning after November 15, 2008, and for interim periods within those
      fiscal years. The Partnership adopted SFAS No. 157 for financial assets and
      liabilities on January 1, 2008. It did not have any impact on its results of
      operations or financial position and did not result in any additional
      disclosures. The Partnership is in the process of evaluating the effect, if
      any,
      the adoption of FSP No. 157-2 will have on its financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ,
      which
      permits companies to make a one-time election to carry eligible types of
      financial assets and liabilities at fair value, even if measurement is not
      required by GAAP. The statement is effective for fiscal years beginning after
      November 15, 2007. The Partnership adopted SFAS No. 159 on January 1, 2008,
      resulting in no impact on its financial statements.





In
      March
      2008, the FASB issued SFAS No. 161, *Disclosure
      about Derivative Instruments and Hedging Activities - An Amendment to 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 does not expect
      SFAS No. 161 will have a material impact on its financial statements.


-
          6 -





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles* ”.
      SFAS
      No. 162 identifies the sources of accounting principles and the framework for
      selecting the principles used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (the GAAP hierarchy). SFAS No. 162 will become
      effective 60 days following the SEC’s approval of the Public Company Accounting
      Oversight Board amendments to AICPA Professional Standards AU Section 411, *The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles* .
      The
      adoption of SFAS No. 162 is not expected to have a material impact on the
      Partnership’s financial statements.





**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 $2,658,356 has been advanced as of June 30,
      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 4.70% as of June 30, 2008, and the balance on the note was
      $37,127,106.





**4.**  **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.




During
      the first quarter all four properties were listed for sale with Cushman and
      Wakefield. The Partnership received acceptable offers from a qualified buyer
      for
      the Kings Manor and Park of Four Seasons communities. As described in Form
      8-K
      dated May 16, 2008, a Contract for Sale and Purchase Agreement was entered
      into
      with a private buyer for the purchase of both the Kings Manor and Park of Four
      Seasons communities. On July 11, 2008, the buyer closed on a purchase price
      of
      $23,741,572 less closing costs of $946,000 for a net proceeds amount of
      $22,795,572, all of which was used to retire debt. The Partnership estimates
      a
      gain on the sale of approximately $17,480,300. At this time, no acceptable
      offers have been received for the purchase of either Aztec Estates or Old Dutch
      Farms.


-
          7 -





The
      Partnership classified the Aztec Estates, Kings Manor and Park of Four Seasons
      communities and their associated financial results as “discontinued operations”
in the accompanying financial statements.





The
      carrying amounts of the major classes of assets and liabilities of discontinued
      operations as of June 30, 2008, were as follows:




Property
                and equipment, net
            
            $
            12,697,159Other
                assets
            
            
            1,583,174**Total
                Assets of Discontinued Operations**
            
            $
            14,280,333Accounts
                payable
            
            $
            209,849Other
                liabilities
            
            
            597,061**Total
                Liabilities of Discontinued Operations**
            
            $
            806,910





The
      carrying amounts of the major classes of assets and liabilities of discontinued
      operations as of December 31, 2007, were as follows:





Property
                and equipment, net
            
            $
            12,697,159Other
                assets
            
            
            1,380,209**Total
                Assets of Discontinued Operations**
            
            $
            14,077,368Accounts
                payable
            
            $
            183,078Other
                liabilities
            
            
            307,465**Total
                Liabilities of Discontinued Operations**
            
            $
            490,543





The
      major
      classes of revenue and expenses of discontinued operations for the six months
      ended June 30, 2008 and 2007 were as follows:





*Six
                Months Ended June 30,*
            
            **2008**
            
            2007Rental
                income
            
            $
            1,316,102
            
            $
            2,036,178Other
                Income
            
            
            **21,945**
            
            
            253,315Administrative
                expenses
            
            
            **(412,359**
            **)**
            
            (766,605
            )Property
                tax expense
            
            
            **(463,110**
            **)**
            
            (467,532
            )Utilities
                expense
            
            
            **(123,581**
            **)**
            
            (182,438
            )Property
                operations
            
            
            **(114,773**
            **)**
            
            (844,460
            )Depreciation
                expense
            
            
            **-**
            
            
            (385,006
            )Interest
                expense
            
            
            **(1,077,395**
            **)**
            
            (1,419,458
            )**(Loss)
                From**
              **Discontinued
                Operations**
            
            
            **(853,171**
            **)**
            
            (1,776,006
            )


-
          8 -





**5.**  **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
      six months ended June 30, 2008, the Partnership incurred a net loss of $960,268.
      As of June 30, 2008, the Partnership had an accumulated deficit of $21,422,545
      and insufficient cash on hand to meet its expected liquidity requirements after
      the next three to five 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 during the third or fourth quarter
      of fiscal 2008. The successful sale of the Kings Manor and Park of Four Seasons
      communities on July 11, 2008, generated net proceeds in the amount of
      $22,795,572, all of which was used to pay down the mortgage debt. Management
      is
      currently renegotiating the terms of the mortgage with the lender until the
      remaining properties can be sold. However,
      there can be no assurance that management will be able to sell these 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 these properties, the Partnership may
      be
      forced to curtail or cease operations.





**ITEM
      2.**


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





Recent
      Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value and establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosure requirements
      about fair value measurements. In February 2008, the FASB issued Staff Position
      SFAS No. 157-2 (“FSP”) which delays the effective date of SFAS No. 157 for one
      year for non financial assets and non financial liabilities, except items that
      are recognized or disclosed at fair value in the financial statements on a
      recurring basis. The FSP defers the effective date of SFAS No. 157 to fiscal
      years beginning after November 15, 2008, and for interim periods within those
      fiscal years. The Partnership adopted SFAS No. 157 for financial assets and
      liabilities on January 1, 2008. It did not have any impact on its results of
      operations or financial position and did not result in any additional
      disclosures. The Partnership is in the process of evaluating the effect, if
      any,
      the adoption of FSP No. 157-2 will have on its financial
      statements.


-
          9 -





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* ,
      which
      permits companies to make a one-time election to carry eligible types of
      financial assets and liabilities at fair value, even if measurement is not
      required by GAAP. The statement is effective for fiscal years beginning after
      November 15, 2007. The Partnership adopted SFAS No. 159 on January 1, 2008,
      resulting in no impact on its financial statements.





In
      March
      2008, the FASB issued SFAS No. 161, *Disclosure
      about Derivative Instruments and Hedging Activities - An Amendment to 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 does not expect
      SFAS No. 161 will have a material impact on its financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles* ”.
      SFAS
      No. 162 identifies the sources of accounting principles and the framework for
      selecting the principles used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (the GAAP hierarchy). SFAS No. 162 will become
      effective 60 days following the SEC’s approval of the Public Company Accounting
      Oversight Board amendments to AICPA Professional Standards AU Section 411, *The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles* .
      The
      adoption of SFAS No. 162 is not expected to have a material impact on the
      Partnership’s financial statements.





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.





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 $2,658,356 has been advanced as of June 30,
      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 4.70% as of June 30, 2008, and the balance on the note was $37,127,106.
      The
      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.


-
          10 -





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 June 30, 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.





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 June 30, 2008,
      the Partnership’s cash balance amounted to $71,212. 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 June 30, 2008 was
      4.28%. This term loan was undertaken for the cost of the sewer connection at
      Old
      Dutch Farms. As of June 30, 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 note, receiving no compensation for the guaranty.




The
      partnership agreement provides for a quarterly Partnership Management
      Distribution to be made to the General Partner. For the quarter ended June
      30,
      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.


-
          11 -





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 47% at the end of June 2008, versus 58% a year
      ago. The average monthly rent in June 2008 was approximately $494; compared
      to
      $490 average monthly rent in June 2007 (average rent not a weighted average).





Total
            
            Occupied
            
            Occupancy
            
            Average*Capacity
            
            Sites
            
            Rate
            
            RentAztec
                Estates
            
            
            0
            
            
            0
            
            
            0
            %
            $
            0Kings
                Manor
            
            
            314
            
            
            158
            
            
            50
            
            
            565Old
                Dutch Farms
            
            
            293
            
            
            102
            
            
            35
            
            
            450Park
                of the Four Seasons
            
            
            572
            
            
            321
            
            
            56
            
            
            468Total
                on 6/30/08:
            
            
            1,179
            
            
            581
            
            
            47
            %
            $
            494Total
                on 6/30/07:
            
            
            1,179
            
            
            687
            
            
            58
            %
            $
            490


*Not
      a
      weighted average




**GROSS REVENUE**
                **Three months ended**
              
              **NET OPERATING INCOME AND NET
                  INCOME (LOSS)**
                **Three months ended**
              
              **GROSS REVENUE**
                **Six
                  months ended**
              
              **NET OPERATING INCOME AND
                  NET INCOME (LOSS)**
                **Six months ended****06/30/08**
              **06/30/07**
              
              **06/30/08**
              **06/30/07**
              
              **06/30/08**
              **06/30/07**
              
              **06/30/08**
              **06/30/07****Old
                  Dutch Farms**
              
              $
              140,383
              
              $
              163,328
              
              $
              36,396
              
              $
              46,639
              
              $
              295,800
              
              $
              336,485
              
              $
              83,716
              
              $
              104,213**Other
                  Expenses**
              
              
              
              
              
              
              
              
              (3,098
              )
              
              (7,346
              )
              
              
              
              
              
              
              
              (3,655
              )
              
              (38,242
              )**Interest
                  Expense**
              
              
              
              
              
              
              
              
              (46,882
              )
              
              (70,400
              )
              
              
              
              
              
              
              
              (104,137
              )
              
              (153,659
              )**Depreciation**
              
              
              
              
              
              
              
              
              (40,194
              )
              
              (43,030
              )
              
              
              
              
              
              
              
              (83,021
              )
              
              (86,820
              )**Continuing
                  Operations**
              
              
              140,383
              
              
              163,328
              
              
              (53,778
              )
              
              (74,137
              )
              
              295,800
              
              
              336,485
              
              
              (107,097
              )
              
              (174,508
              )**Discontinued
                  Operations**
              
              
              662,896
              
              
              990,564
              
              
              (317,688
              )
              
              (768,142
              )
              
              1,337,924
              
              
              2,284,366
              
              
              (686,899
              )
              
              (1,557,832
              )**Partnership
                  Management**
              
              
              4
              
              
              1,610
              
              
              (66,928
              )
              
              (116,752
              )
              
              123
              
              
              5,127
              
              
              (166,272
              )
              
              (218,174
              )**TOTAL:**
              
              $
              803,283
              
              $
              1,155,502
              
              $
              (438,394
              )
              
              ($959,031
              )
              $
              1,633,847
              
              $
              2,625,978
              
              $
              (960,268
              )
              $
              (1,950,514
              )


-
          12 -





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 Three months Ended June 30, 2008 to Three months Ended June 30,
      2007**





Gross
      revenues from continuing operations decreased $22,945 to $140,383 in 2008,
      as
      compared to $163,328 in 2007. The decrease was due to decrease in occupancy
      at
      the Old Dutch Farms property due to economic conditions in southeastern
      Michigan. (See table on previous page)





As
      described in the Statements of Operations, total operating expenses from
      continuing operations were $43,304 lower, moving from $237,465 in 2007 to
      $194,161 in 2008. The decreases were mainly due to lower occupancy and
      management’s efforts to reduce administrative expenses, utility costs and other
      operating expenses within the Partnership’s control.





As
      a
      result of the aforementioned factors, the Partnership had a loss from continuing
      operations of $53,778 for the second quarter of 2008 compared to a net loss
      of
      $74,137 for the same quarter of the prior year.





*Discontinued
      Operations*





Gross
      revenues from discontinued operations decreased $327,668 to $662,896 in 2008
      as
      compared to $990,564 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.





Total
      operating expenses from discontinued operations were $829,552 lower, moving
      from
      $1,877,068 in 2007 to $1,047,516 in 2008. 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.





As
      a
      result of the aforementioned factors, the Partnership had a loss from
      discontinued operations of $384,616 for the second quarter of 2008, compared
      to
      a loss from discontinued operations of $884,894 for the same quarter in 2007.





**Comparison
      of Six months Ended June 30, 2008 to Six months Ended June 30,
      2007**





Gross
      revenues from continuing operations decreased $40,685 to $295,800 in 2008,
      as
      compared to $336,485 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)


-
          13 -





As
      described in the Statements of Operations, total operating expenses from
      continuing operations were $108,096 lower, moving from $510,993 in 2007 to
      $402,897 in 2008. The decreases were mainly due to lower occupancy and
      management’s efforts to reduce administrative expenses, utility costs and other
      operating expenses within the Partnership’s control.





As
      a
      result of the aforementioned factors, the Partnership had a loss from continuing
      operations of $107,097 for the first six months of 2008 compared to a loss
      from
      continuing operations of $174,508 for the same period of the prior
      year.





*Discontinued
      Operations*





Gross
      revenues from discontinued operations decreased $946,442 to $1,337,924 in 2008
      as compared to $2,284,366 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.





Total
      operating expenses from discontinued operations were $1,874,281 lower, moving
      from $4,065,499 in 2007 to $2,191,218 in 2008. 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.





As
      a
      result of the aforementioned factors, the Partnership had a loss from
      discontinued operations of $853,171 for the first six months of 2008, compared
      to a loss from discontinued operations of $1,776,006 for the same period in
      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.


-
          14 -





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 4.70% as
      of
      June 30, 2008. The outstanding balance of this note at June 30, 2008, was
      $37,127,106 and provides for future advances of $372,894. The availability
      of
      future advances is expected to be exhausted within three to five months based
      on
      current cash flow projections. As previously mentioned, the Partnership is
      currently in discussion with the lender to renegotiate the terms of this loan
      as
      a result of the sale of the Kings Manor and Park of Four Seasons
      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 4.28% at June 30, 2008 and is due on October 19,
      2010. The outstanding balance under this agreement was $475,000 at June 30,
      2008.





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 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.


-
          15 -





**PART
      II - OTHER INFORMATION**





**ITEM
      1.**


**LEGAL
      PROCEEDINGS**


None.








**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.


-
          16 -





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.





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.


-
          17 -





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.





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.


-
          18 -





**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:
      August 13, 2008


-
          20 -