<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 September 30, 2007             Commission File No. 0-15940

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
            MICHIGAN                                            38-2593067
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                           identification number)
</TABLE>

                  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 [ ]

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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

   Large Accelerated Filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) 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
          September 30, 2007 (Unaudited) and
          December 31, 2006                                                    3

          Statements of Operations
          Nine and Three months ended September 30, 2007
          and 2006 (Unaudited)                                                 4

          Statement of Partners' Equity (Deficit)
          Nine months ended September 30, 2007 (Unaudited)                     4

          Statements of Cash Flows
          Nine months ended September 30, 2007
          and 2006 (Unaudited)                                                 5

          Notes to Financial Statements
          September 30, 2007 (Unaudited)                                       6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                                                9

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          14

ITEM 4.   CONTROLS AND PROCEDURES                                             16

PART II   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                   16

ITEM 1A.  RISK FACTORS                                                        16

ITEM 6.   EXHIBITS                                                            19
</TABLE>
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS                                SEPTEMBER 30, 2007   DECEMBER 31, 2006
------                                ------------------   -----------------
                                          (UNAUDITED)
<S>                                   <C>                  <C>
Properties:
   Land                                  $  5,280,000        $  5,280,000
   Buildings and Improvements              27,330,604          27,318,020
   Furniture and Fixtures                     259,800             254,619
                                         ------------        ------------
                                           32,870,404          32,852,639
   Less Accumulated Depreciation          (17,045,087)        (16,333,071)
                                         ------------        ------------
                                           15,825,317          16,519,568
Cash And Cash Equivalents                     157,856             657,371
Cash - Security Escrow                         73,144             245,158
Unamortized Finance Costs                     826,554           1,043,013
Manufactured Homes and Improvements                 0              30,000
Other Assets                                  778,988             938,100
                                         ------------        ------------
Total Assets                             $ 17,661,859        $ 19,433,210
                                         ------------        ------------
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT     SEPTEMBER 30, 2007   DECEMBER 31, 2006
---------------------------------     ------------------   -----------------
                                          (UNAUDITED)
<S>                                   <C>                  <C>
Note Payable-Bank                        $    475,000        $    587,500
Accounts Payable                              261,419             395,587
Other Liabilities                             858,096             554,984
Mortgage Payable                           35,864,867          34,468,750
                                         ------------        ------------
Total Liabilities                        $ 37,459,382        $ 36,006,821
Partners' Equity (Deficit) :
   General Partner                         (7,270,878)         (6,500,396)
   Class A Limited Partners               (13,468,610)        (11,572,339)
   Class B Limited Partners                   941,965           1,499,124
                                         ------------        ------------
Total Partners' Deficit                   (19,797,523)        (16,573,611)
                                         ------------        ------------
Total Liabilities And
   Partners' Deficit                     $ 17,661,859        $ 19,433,210
                                         ------------        ------------
</TABLE>

                        See Notes to Financial Statements


                                      -3-

<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND
                         A MICHIGAN LIMITED PARTNERSHIP

<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED                        THREE MONTHS ENDED
STATEMENTS OF OPERATIONS                           ---------------------------------------   --------------------------------------
(UNAUDITED)                                        SEPTEMBER 30, 2007   SEPTEMBER 30, 2006   SEPTEMBER 30,2007   SEPTEMBER 30, 2006
------------------------                           ------------------   ------------------   -----------------   ------------------
<S>                                                <C>                  <C>                  <C>                 <C>
Revenue:
   Rental Revenue                                     $ 3,107,483           $5,863,623          $   762,663          $2,079,991
   Home Sale Revenue                                            0              954,654                    0                   0
   Other Revenue                                          321,223            1,057,801               40,065             231,916
                                                      -----------           ----------          -----------          ----------
Total Income                                          $ 3,428,706           $7,876,078          $   802,728          $2,311,907
                                                      -----------           ----------          -----------          ----------
Operating Expenses:
   Administrative Expenses
   (Including  $170,448, $334,677, $39,860 and
   $115,607 in Property Management Fees Paid to
   An Affiliate for the Nine and Three Month
   Periods Ended September 30, 2007 and 2006,
   respectively)                                        1,201,578            1,726,173              323,174             643,566
   Property Taxes                                         816,375              755,247              272,091             251,667
   Utilities                                              269,044              459,086               62,532             146,744
   Property Operations                                  1,101,302              943,411              198,953             373,520
   Depreciation                                           712,016              708,203              240,190             240,333
   Interest                                             2,359,567            2,274,673              786,450             869,598
   Loss on Sale of Home Loan Contracts                     35,611                    0               35,611                   0
   Home Sale Expense                                            0              983,833                    0                 748
                                                      -----------           ----------          -----------          ----------
Total Operating Expenses                              $ 6,495,493           $7,850,626          $ 1,919,001          $2,526,176
                                                      -----------           ----------          -----------          ----------
Net (Loss) Income                                     ($3,066,787)          $   25,452          ($1,116,273)          ($214,269)
                                                      -----------           ----------          -----------          ----------
(Loss) Income Per Limited Partnership Unit:
   Class A                                                ($93.74)             ($10.35)             ($33.79)            ($10.16)
   Class B                                                ($57.03)          $    23.51              ($21.44)         $     3.49
Distribution Per Limited Partnership Unit
   Class A                                            $      0.00           $     0.00          $      0.00          $     0.00
   Class B                                            $      0.00           $     0.00          $      0.00          $     0.00
Weighted Average Number Of Limited
   Partnership Units Outstanding
   Class A                                                 20,230               20,230               20,230              20,230
   Class B                                                  9,770                9,770                9,770               9,770
</TABLE>

STATEMENT OF PARTNERS' EQUITY (DEFICIT) (UNAUDITED)

<TABLE>
<CAPTION>
                                       TOTAL      GENERAL PARTNER   CLASS A LIMITED   CLASS B LIMITED
                                   ------------   ---------------   ---------------   ---------------
<S>                                <C>            <C>               <C>               <C>
Balance as of January 1, 2007      ($16,573,611)    ($6,500,396)     ($11,572,339)      $1,499,124
Net Loss                             (3,066,787)       (613,357)       (1,896,271)        (557,159)
Distributions                          (157,125)       (157,125)                0                0
                                   ------------     -----------      ------------       ----------
BALANCE AS OF SEPTEMBER 30, 2007    (19,797,523)     (7,270,878)      (13,468,610)         941,965
                                   ------------     -----------      ------------       ----------
</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>
                                                                     NINE MONTHS ENDED
                                                          --------------------------------------
                                                          SEPTEMBER 30,2007   SEPTEMBER 30, 2006
                                                          -----------------   ------------------
<S>                                                       <C>                 <C>
Cash Flows From Operating Activities:
   Net Income (Loss)                                         ($3,066,787)        $    25,452
                                                             -----------         -----------
Adjustments To Reconcile Net Income (Loss)
   To Net Cash Used By
   Operating Activities:
   Loss on Sale of Home Loan Contracts                            35,611                   0
   Depreciation                                                  712,016             708,203
   Amortization                                                  216,459             147,831
   Decrease in Security Deposit Escrow                           172,014                   0
   Decrease in Homes and Improvements                             30,000             204,130
   Decrease (Increase) In Other Assets                           159,112          (1,996,483)
   Decrease In Accounts Payable                                 (134,168)           (472,830)
   Increase In Other Liabilities                                 303,112             414,952
                                                             -----------         -----------
Total Adjustments:                                             1,494,156            (994,197)
                                                             -----------         -----------
   Net Cash Used By Operating Activities                      (1,572,631)           (968,745)
                                                             -----------         -----------
Cash Flows Provided by (Used In) Investing  Activities:
      Sale of Home Loan Contracts                               (154,760)                  0
      Proceeds from Sale of Home Loan Contracts                  119,149                   0
                                                                                 -----------
      Capital Expenditures                                       (17,765)           (945,545)
                                                             -----------         -----------
   Net Cash Used in Investing Activities                         (53,376)           (945,545)
                                                             -----------         -----------
Cash Flows From Financing Activities:
      Payments on Line of Credit                                (112,500)           (772,500)
      Distributions To Partners                                 (157,125)           (414,250)
      Payments on Note Payable - Affiliate                             0             (82,383)
      Principal Payments on Mortgage                                   0            (308,188)
      Proceeds from Mortgage                                   1,396,117           4,014,172
                                                             -----------         -----------
   Net Cash Provided by Financing Activities                   1,126,492           2,436,851
                                                             -----------         -----------
(Decrease) Increase In Cash and Equivalents                     (499,515)            552,561
Cash and Cash Equivalents, Beginning                             657,371             554,668
                                                             -----------         -----------
Cash and Cash Equivalents, Ending                            $   157,856         $ 1,107,229
                                                             -----------         -----------
</TABLE>

                        See Notes to Financial Statements


                                      -5-
<PAGE>

              UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND,
                         A MICHIGAN LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                         September 30, 2007 (Unaudited)

1. BASIS OF PRESENTATION:

The accompanying unaudited 2007 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, 2006 has been derived from the
audited financial statements at that date. Operating results for the three and
nine months ended September 30, 2007 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2007, 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, 2006.

2. RECENT ACCOUNTING PRONOUNCEMENTS:

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

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. This Statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Partnership is
currently evaluating the impact of this pronouncement on the Partnership's
financial position and results of operations.


                                       -6-

<PAGE>

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

3. RELATED PARTY TRANSACTION:

On February 28, 2006, the Partnership sold its manufactured home inventory to
Uniprop Homes, Inc., an affiliate of the General Partner, for its fair market
value of $875,197. The fair market value was determined using The Manufactured
Housing Appraisal Guide of the National Automobile Dealers Association as well
as comparables in each market. A portion of the proceeds from the sale was used
to pay off the Partnership's $756,179 balance owed on its line of credit with
the buyer, Uniprop Homes, Inc., and the balance of $119,018 was received by the
Partnership in cash.

4. MORTGAGE PAYABLE:

On August 11, 2006, the Partnership refinanced its existing mortgage note
payable and executed a new mortgage note payable in the amount of $34,468,750
secured by the Partnership's four manufactured housing communities - Aztec
Estates, Kings Manor, Old Dutch Farms and Park of Four Seasons. The mortgage
note payable provides for future advances of $3,031,250, of which $1,396,117 has
been advanced as of September 30, 2007. The availability of future advances is
expected to be exhausted within approximately six to eight months based on
current cash flow projections. Management expects that the sale of Aztec Estates
will provide sufficient cash flow to keep the Partnership in compliance with its
loan documents based on the most recent appraised value of $26.7 million. Should
the sale of Aztec Estates not be adequate to accomplish this purpose, management
anticipates selling one or more of the other properties. The note is payable in
monthly installments of interest only through August 2010. Interest on this note
is accrued at a variable rate of 2.25% in excess of the one month LIBOR rate,
which was 8.07% as of September 30, 2007, and the principal balance on the note
was $35,864,867.


                                       -7-

<PAGE>

In connection with the refinancing, the Company defeased the prior mortgage note
payable with a balance of $33,500,000 by purchasing U.S. Treasury securities
sufficient to make the monthly debt service payments and the balloon payment due
under the mortgage agreement. The U.S. Treasury securities were then substituted
for the four properties that originally served as collateral for the mortgage.

As part of the defeasance, the U.S. Treasury securities and mortgage debt were
transferred to a third party successor borrower that was responsible for all
remaining obligations under this debt. This mortgage was fully paid off by the
successor borrower from funds in the irrevocable defeasance trust on January 11,
2007.

5. SUBSEQUENT EVENT:

As part of the General Partner's strategic plan for the Aztec Estates community
located in Margate, Florida, the rezoning was approved on September 26, 2007, by
the City of Margate for redevelopment as a mixed-use residential subdivision,
subject to a 30 day appeal period for all rezoning. The General Partner has
concluded that conversion to mixed-use residential is a higher and better use of
the property. As a result, the Partnership hired Cushman and Wakefield, a
licensed real estate broker to explore the potential market for sale of Aztec
Estates. The purpose of this action was to establish the fair market value of
the property, and to determine the market terms for such a sale. The most recent
appraised value from March 2007 was $26.7 million.

Management believes the criteria of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" have been met
to classify the Aztec Estates property as "held for sale". However, the criteria
were not met until after September 30, 2007. The carrying amounts of the major
classes of assets and liabilities of Aztec Estates as of September 30, 2007,
were as follows:

(1) Total Assets of $6,490,641 consisting of Current Assets of $28,788 and Fixed
Assets of $13,421,760 less Accumulated Depreciation of $6,959,907; and (2) Total
Liabilities of $11,092,941 consisting of Current Liabilities of $573,074 and
Long Term Liabilities of $10,519,867.

6. MANAGEMENT'S PLANS:

The accompanying consolidated 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 and these consolidated 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.


                                       -8-

<PAGE>

For the nine months ended September 30, 2007, the Partnership incurred a net
loss of $3,066,787 and used $1,396,117 of cash from its mortgage interest
reserve to fund its debt service obligations. Management's strategy to raise
cash to satisfy its debt obligations consists of the following components: (1)
the sale of Aztec Estates; and (2) should the sale of Aztec Estates not be
adequate to accomplish this purpose, management anticipates selling one or more
of the other properties.

The Partnership's most recent appraisals indicate that the property values in
the event of sale will be more than adequate to generate enough cash to satisfy
the Partnership's debt obligations. There can be no assurance, however, that
management will be able sell any of the properties. In the event that management
is unable to raise additional capital from the sales of its properties, the
Partnership may be unable to meet its debt obligations.

7. SELL OFF OF HOME LOAN CONTRACTS PORTFOLIO:

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

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Accounting Pronouncements

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

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements.


                                       -9-

<PAGE>

This Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Partnership is currently evaluating the
impact of this pronouncement on the Partnership's financial position and results
of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
("SFAS 159"), which provides companies with an option to report selected
financial assets and liabilities at fair value. The objective of SFAS 159 is to
reduce both complexity in accounting for financial instruments and the
volatility in earnings caused by measuring related assets and liabilities
differently. SFAS 159 establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities and to more
easily understand the effect of the company's choice to use fair value on its
earnings.

SFAS 159 also requires entities to display the fair value of the selected assets
and liabilities on the face of the balance sheet. SFAS 159 does not eliminate
disclosure requirements of other accounting standards, including fair value
measurement disclosures in SFAS 157. This statement is effective as of the
beginning of an entity's first fiscal year beginning after November 15, 2007.
Early adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that fiscal
year and also elects to apply the provisions of Statement 157. The Partnership
is currently evaluating the impact of this pronouncement on the Partnership's
financial position and results of operations.

Capital Resources

The Partnership's capital resources consist primarily of its three manufactured
housing communities and Aztec Estates. On March 25, 1997 the Partnership
borrowed $33,500,000 from Nomura Asset Capital Corporation (the "Financing"). It
secured the Financing by granting the lender a security interest in each of its
four manufactured housing 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 Financing has been
defeased, which required the Partnership to establish an irrevocable defeasance
trust through a successor borrower, by placing risk free U.S. 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 February 28, 2006, the Partnership sold its manufactured home inventory to
Uniprop Homes, Inc., an affiliate of the General Partner for its fair market
value of $875,197. The fair market value was determined using The Manufactured
Housing Appraisal Guide of the National Automobile Dealers Association, as well
as, comparables in each market. A portion of the proceeds from the sale was used
to payoff the Partnership's $756,179 balance owed on its line of credit with the
buyer, Uniprop Homes, Inc., and the balance of $119,018 was received by the
Partnership in cash.


                                      -10-

<PAGE>

On August 11, 2006, the Partnership borrowed $34,468,750 from Marathon
Structured Finance Fund, L.P. (the "Refinancing"). The borrowing is secured by
the four Properties. The note is payable in monthly installments of interest
only through maturity in August 2010. Interest on this note is accrued at a
variable rate of 2.25% in excess of the one month LIBOR rate, which was 8.07% as
of September 30, 2007, and the principal balance on the note was $35,864,867.

The note provides for future advances of $3,031,250, of which $1,396,117 has
been advanced as of September 30, 2007. The availability of future advances is
expected to be exhausted within approximately six to eight months based on
current cash flow projections. Management expects that the sale of Aztec Estates
will provide sufficient cash flow to keep the Partnership in compliance with its
loan documents based on the most recent appraised value of $26.7 million. As
stated previously, should the sale of Aztec Estates not be adequate to
accomplish this purpose, management anticipates selling one or more of the other
properties. To "release" Aztec Estates from the mortgage, a principal payment of
$20 million to the lender is required.

In connection with the Refinancing, the Partnership 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. The cost of the interest rate
cap was $10,400.

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

Liquidity

The Partnership's long-term liquidity is based, in part, upon its investment
strategy. The properties owned by the Partnership were anticipated to be held
for seven to ten years after their acquisition. All of the properties have been
owned by the Partnership more than ten years. The General Partner may elect to
have the Partnership own the properties for as long as, in the opinion of the
General Partner, it is in the best interest of the Partnership to do so. Aztec
Estates is now being actively marketed for sale. As of September 30, 2007, the
Partnership's cash balance amounted to $157,856. The level of cash balance
maintained is at the discretion of the General Partner.


                                      -11-

<PAGE>

The Partnership has an unsecured term note used to fund the Old Dutch Farms
sewer connection, 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 6.92% at
September 30, 2007 and is due on October 19, 2010. The outstanding balance under
this agreement was $475,000 at September 30, 2007. 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 reserve cash. The
deferred principal payments will be due at the note's maturity. This 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 September
30, 2007, the Partnership Management Distribution was calculated to be $165,250,
or one-fourth of 1.0% of the most recent appraised value of the properties held
by the Partnership ($66,100,000 x 1/4%= $165,250). The payment of this
distribution has been suspended to maintain cash flow.

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

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

Results of Operations

General industry conditions continue to be very challenging, as manufactured
housing unit shipments are expected to fall below 100,000 annually (seasonally
adjusted) for the first time in several years. Overall, as illustrated in the
table below, the four properties of the Partnership had a combined average
occupancy of 54% at September 30, 2007, down from 66% a year ago. The average
monthly rent per site in September 2007 was approximately $490; compared to the
$499 average monthly rent per site in September 2006 (average rent not a
weighted average). The September 2006 averages include Aztec Estates, however,
2007 averages do not, as the remaining residents were relocated by August 2007.

<TABLE>
<CAPTION>
                             Total    Occupied   Occupancy   Average*
                           Capacity     Sites       Rate       Rent
                           --------   --------   ---------   --------
<S>                        <C>        <C>        <C>         <C>
Aztec Estates                    0          0        0%        $  0
Kings Manor                    314        193       62          565
Old Dutch Farms                293        113       39          450
Park of the Four Seasons       572        332       58          454
                             -----      -----      ---         ----
Total on 9/30/07:            1,179        638       54%        $490
Total on 9/30/06:            1,824      1,221       66%        $499
</TABLE>

*    Not a weighted average


                                      -12-
<PAGE>

The following table sets forth the Partnership's unaudited gross revenue and NOI
for the periods indicated:

<TABLE>
<CAPTION>
                                                    NET OPERATING INCOME                             NET OPERATING INCOME
                               GROSS REVENUE           AND NET (LOSS)          GROSS REVENUE        AND NET INCOME (LOSS)
                            THREE MONTHS ENDED       THREE MONTHS ENDED       NINE MONTHS ENDED       NINE MONTHS ENDED
                          ----------------------  -----------------------  ----------------------  -----------------------
                           09/30/07   09/30/06      09/30/07    09/30/06    09/30/07    09/30/06    09/30/07     09/30/06
                          ----------  ----------  -----------  ----------  ----------  ----------  ----------  -----------
<S>                       <C>         <C>         <C>          <C>         <C>         <C>         <C>         <C>
AZTEC ESTATES              ($125,398) $1,214,170    ($353,679) $  736,660  $  429,938  $3,725,648   ($462,353) $ 1,974,334
KINGS MANOR                  304,055     426,063      160,716     255,069   1,096,802   1,782,191     659,363    1,021,686
OLD DUTCH FARMS              162,468     179,060       41,056      38,919     498,953     769,950     145,269      145,989
PARK OF THE FOUR SEASONS     460,925     479,046      241,908     235,206   1,397,208   1,573,264     759,729      737,184
                          ----------  ----------  -----------  ----------  ----------  ----------  ----------  -----------
                             802,050   2,298,339       90,001   1,265,854   3,422,901   7,851,053   1,102,008    3,879,193

PARTNERSHIP MANAGEMENT           678      13,568      (58,988)   (154,929)      5,805      25,025    (277,162)    (398,920)

OTHER EXPENSES                                       (120,646)   (215,263)                           (820,050)    (471,945)

INTEREST EXPENSE                                     (786,450)   (869,598)                         (2,359,567)  (2,274,673)

DEPRECIATION                                         (240,190)   (240,333)                           (712,016)    (708,203)
                          ----------  ----------  -----------  ----------  ----------  ----------  ----------  -----------
TOTAL:                    $  802,728  $2,311,907  ($1,116,273)  ($214,269) $3,428,706  $7,876,078  (3,066,787) $    25,452
                          ==========  ==========  ===========  ==========  ==========  ==========  ==========  ===========
</TABLE>

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 meet its debt service obligations 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 SEPTEMBER 30, 2007 TO THREE MONTHS ENDED
SEPTEMBER 30, 2006

Gross revenues decreased by $1,509,179 to $802,728 in 2007, as compared to
$2,311,907 in 2006. The decrease was mainly due to the relocation of residents
at Aztec Estates per Florida law to redevelop the property as a mixed-use
residential development, and the elimination of the home inventory for sale.
There was also a write off of uncollectible rent at Aztec Estates of
approximately $142,164, as a result of the resident relocation process.

As described in the Statements of Operations contained herein, total operating
expenses were $607,175 lower, moving from $2,526,176 in 2006 to $1,919,001 in
2007. The decrease was a result of 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 incurred a net loss
of $1,116,273 for the third quarter of 2007 compared to a net loss of $214,269
for the same quarter of the prior year.


                                      -13-

<PAGE>

Old Dutch Farms continued to lose occupancy partly due to economic conditions in
southeastern Michigan, which according to the U.S. Labor Department, has the
highest unemployment rate in the country. Kings Manor experienced the loss of
approximately 54 revenue producing home sites due to a competitor offering a
$100 per month lower rent, a multi-year lease and reimbursement of 100% of the
cost to relocate.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2007 TO NINE MONTHS ENDED
SEPTEMBER 30, 2006

Gross revenues decreased by $4,447,372 to $3,428,706 in 2007, as compared to
$7,876,078 in 2006. The decrease was mainly due to the relocation of residents
at Aztec Estates per Florida law to redevelop the property as a mixed-use
residential development, and to the elimination of the home inventory for sale.
There was also a write off of uncollectible rent at Aztec Estates as a result of
the resident relocation process.

As described in the Statements of Operations, contained herein, total operating
expenses decreased $1,355,133 from $7,850,626 in 2006 to $6,495,493 in 2007. The
decrease was a result of management's efforts to reduce administrative expenses,
utility costs and other expenses within the Partnership's control, and to the
elimination of the home inventory for sale. Property operations expense was
higher due to the resident relocation costs at Aztec Estates.

As a result of the aforementioned factors, the Partnership incurred a net loss
of $3,066,787 for the first nine months of 2007 compared to a net income of
$25,452 for the same period of the prior year.

Off Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements that have or are
reasonable likely to have a current or future effect on the Partnership's
financial condition, changes in financial condition, revenues or expenses,
result 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 increases 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.


                                      -14-

<PAGE>

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

     Note Payable: The Partnership had a note payable in the amount of
$37,500,000. Interest is accrued at a variable rate of 2.25% in excess of the
one Month LIBOR rate, which was 8.07% as of September 30, 2007. The outstanding
balance of this note at September 30, 2007, was $35,864,867 and provides for
future advances of $1,635,133. The availability of future advances is expected
to be exhausted within approximately 6-8 months based on current cash flow
projections. Management's strategy to raise cash to satisfy its debt obligations
consists of the sale of Aztec Estates, and should the sale of Aztec Estates not
be adequate to accomplish this purpose, management anticipates selling one or
more of the other properties.

     Term-Note: The Partnership has an unsecured term note to fund the Old Dutch
Farms sewer connection, 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 6.92% at September 30, 2007 and is due on October 19, 2010. The outstanding
balance under this agreement was $475,000 at September 30, 2007. Beginning with
the October, 2007 payment, National City Bank has agreed to defer the principal
portion as a result of Management's efforts to reserve cash. The note has been
personally guaranteed by a principal of the General Partner without
compensation.

The variation in interest rates reflects significant changes in the LIBOR rate
which occurred during the month of September, 2007.

A 10% adverse change in the current 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 $290,000. As part of the Refinancing,
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.


                                      -15-

<PAGE>

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 this evaluation, the Principal Executive
Officer and the Principal Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed in the quarterly report is recorded, processed, summarized and
reported as and when required.

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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 to our unit holders, the net
asset values of our 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 be able to borrow additional funds
          on terms favorable to the Partnership, if at all, to meet
          unanticipated working capital needs or to make distributions to the
          Unit holders.


                                      -16-

<PAGE>

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

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

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

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

     4.   THE GENERAL PARTNER AND ITS AFFILIATES HAVE CONFLICTS OF INTEREST.
          Although the General Partner has a fiduciary duty to manage the
          Partnership in a manner beneficial to the unit holders, the directors
          and officers of the General Partner have a fiduciary duty to manage
          the General Partner in a manner beneficial to its owners.

          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 Partnership's
          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.


                                      -17-

<PAGE>

          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
          Partnership's properties. The tax consequences of the Partnership's
          activities are complex and subject to many uncertainties. Changes in
          the federal income tax laws or regulations may adversely affect the
          Partnership's financial results and its ability to make distributions
          to the unit holders. Additionally, the tax benefits enjoyed by the
          unit holders may be reduced or eliminated.

     7.   LIMITED LIQUIDITY OF THE UNITS. The transfer of units is subject to
          certain limitations. The public market for such units is limited. Unit
          Holders may not be able to liquidate their investment promptly or at
          favorable prices, if at all.

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

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

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

     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.


                                      -18-

<PAGE>

     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.

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-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities 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: November 13, 2007