SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K


(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR
15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For
fiscal year ended December
31, 2009





OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR
15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________.





0-17412


(Commission
File Number)





Secured Income
L.P.


(Exact
Name of Registrant as Specified in its Governing Instruments)





Delaware
                
                06-1185846(State
      or Other Jurisdiction of Organization)
                
                (I.R.S.
      Employer Identification
No.)





Wilder
      Richman Resources Corporation340
      Pemberwick RoadGreenwich, Connecticut
                  
                  06831(Address
      of Principal Executive Offices)
                  
                  (Zip
      Code)





Registrant's
      Telephone Number, Including Area Code:
            (203)
869-0900





Securities
registered pursuant to Section 12(b) of the Act:  None.





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





Units of Limited Partnership Interest


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  Nox





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act.  Yes ̈Nox





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 whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such
files).  Yes   ̈   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 a
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.x





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





Large Accelerated Filer ̈Accelerated
Filer ̈Non-Accelerated Filer ̈Smaller Reporting
Companyx





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes ̈Nox





Registrant
has no voting common equity.  There is no established public trading
market for Registrant’s Units.  Accordingly, accurate information as
to the market value of a Unit at any given date is not available.  As
of March 29, 2010, there are 984,369 units outstanding.  The aggregate
sales price for such units was $19,687,309.





Documents
incorporated by reference:


The
Prospectus of the Registrant, dated March 5, 1987, as supplemented and filed
pursuant to Rule 424(b) and (c) under the Securities Act of 1933, is
incorporated by reference into Parts I, II and III of this Annual Report on Form
10-K.








PART I





Item
      1.
            Business.





General Development of
Business and Narrative Description of Business





Registrant
is a limited partnership which was formed under the Delaware Revised Uniform
Limited Partnership Act on October 10, 1986.  The general partners of
Registrant (the "General Partners") are Wilder Richman Resources Corporation
(“WRRC”), a Delaware corporation, Real Estate Equity Partners L.P., a Delaware
limited partnership and WRC-87A Corporation (“WRC-87A”), a Delaware
corporation.





Registrant
was organized to invest in multi-family residential housing complexes (the
"Complexes") by acquiring approximately 99% of the limited partner interest (the
"Operating Partnership Interest") in limited partnerships that own and operate
such Complexes (the "Operating Partnerships").  Registrant invested in
Carrollton X Associates Limited Partnership ("Carrollton"), which owns
Fieldpointe Apartments (“Fieldpointe”), and Columbia Westmont Associates, L.P.,
formerly Columbia Associates ("Columbia"), which owned The
Westmont.  Columbia sold The Westmont in July 2006.  WRC-87A
is a special limited partner of each Operating Partnership and has certain
rights in connection therewith.  Pursuant to Rule 12b-23 of the
Securities and Exchange Commission’s General Rules and Regulations promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the
description of Registrant’s business set forth under the heading "Investment
Objectives and Policies" at pages 20 through 30 of Registrant’s prospectus,
dated March 5, 1987 (as supplemented on October 2, 1987, December 15, 1987 and
March 29, 1988, the “Prospectus”), is incorporated herein by
reference.





Pursuant
to the Prospectus, Registrant offered up to $50 million of units of limited
partnership interest in Registrant (the "Units") at an offering price of $20 per
Unit. The Units were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-11 (Registration No. 33-9602).





Registrant
terminated the offering of Units (the "Offering") on February 29, 1988 upon
raising sufficient capital from the sale of Units to fund the acquisition of the
two properties specified for investment by Registrant as noted
above.  The Offering raised $19,687,380 from the sale of 984,369
Units.  After payment of $1,378,117 of selling commissions and
$1,378,116 of organization and offering expenses and acquisition fees, the net
proceeds available for investment were $16,931,147.  Of such net
proceeds, $16,734,273 was allocated to the acquisition of the Operating
Partnership Interests which included investments in guaranteed investment
contracts.  The remaining net proceeds of $196,874 were designated as
working capital to be used for operating expenses of Registrant.





Financial Information About
Industry Segments





Registrant
is currently engaged solely in the business of owning a limited partner interest
in Carrollton.  A presentation of information regarding industry
segments is not applicable and would not be material to an understanding of
Registrant’s business taken as a whole.  See Item 7 below for a
summary of Registrant’s operations.





Competition





Information
regarding competition, general risks, tax risks and partnership risks is set
forth under the heading "Risk Factors" at pages 37 through 48 of the Prospectus,
which is incorporated herein by reference.





Compliance with
Environmental Protection Provisions





Registrant
is not aware of any non-compliance by Carrollton with respect to federal, state
and local provisions regulating the discharge of material into the environment
or otherwise relating to the protection of the environment, and is not aware of
any condition that would have a material effect on the capital expenditures or
competitive position of Registrant.





Employees of
Registrant





Registrant
employs no personnel and incurs no payroll costs.  An affiliate of
WRRC employs individuals who perform accounting, secretarial, transfer and other
services on behalf of Registrant as are necessary in the ordinary course of
business.  Such individuals also perform similar services for other
affiliates of WRRC.


2





Item
      1A.
            Risk
      Factors.





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





Item
      1B.
            Unresolved Staff
      Comments.





Not
applicable.





Item
      2.
            Properties.





Fieldpointe,
located in Frederick, Maryland, is comprised of 252 apartment units totaling
approximately 235,000 square feet with approximately 500 parking
spaces.  On-site amenities include a clubhouse building with locker
room and on-site management office, a swimming pool and two tennis
courts.  The apartments feature numerous amenities, including
dishwashers, disposals and fireplaces.





Registrant
acquired its Operating Partnership Interest in Carrollton by making a capital
contribution of $3,121,995.  Of this amount, $1,373,039 was invested
in guaranteed investment contracts and $1,748,956 was contributed upon
Registrant's acquisition of the Operating Partnership Interest, including the
amount due upon the achievement of sustaining rental revenue.





The
mortgage of Carrollton was financed from the sale of tax-exempt bonds pursuant
to the terms of Section 103(b)(4)(a) of the Internal Revenue
Code.  The mortgage in the original amount of $10,494,100, bearing
fixed 6.09% interest and maturing in February 2028, is insured by the Federal
Housing Administration, (“FHA”), an organizational unit within the United States
Department of Housing and Urban Development ("HUD") under Section 221(d)(4) of
the National Housing Act of 1934, as amended.  Under the terms of the
financing, 80% of the apartment units are permitted market rate rents and 20% of
the apartment units are to be rented to people earning no more than the low or
moderate income levels within the meaning of Section 103(b)(4)(a) of the
Internal Revenue Code.  Fieldpointe’s occupancy rate was approximately
90% as of December 31, 2009.





As of
December 31, 2009, the market rental rates of Fieldpointe were approximately as
follows:





Monthly
      Rental Rates:One-Bedroom
                      $835
      - $860Two-Bedroom
                      $900
      - $1,000Three-Bedroom
                      $1,115
      -
$1,185





The low
and moderate income rental rates as of December 31, 2009 fall within the ranges
noted above.





The
Westmont, which was owned by Columbia, was sold in July
2006.  Registrant acquired its Operating Partnership Interest in
Columbia by making a capital contribution of $12,571,634.  Of this
amount, $6,651,323 was invested in guaranteed investment contracts (which had a
value of $5,610,679, including net accrued interest of $18,918, at the time of
the acquisition as a result of principal amortization from the dates of purchase
of such guaranteed investment contracts to the closing of the Columbia
acquisition), $5,921,104 was contributed upon Registrant’s acquisition of the
Operating Partnership Interest in Columbia and $1,039,851 was contributed to
Columbia upon the achievement of sustaining rental revenue.





Further
information regarding the Complexes and Registrant’s interest therein is set
forth under the heading Specified Investments
at pages 30 through 36 of Registrant’s prospectus dated March 5, 1987, and in
the supplements thereto dated October 2, 1987 and March 29, 1988.





Item
      3.
            Legal
      Proceedings.





None.





Item
      4.
            Reserved.


3


PART II





Item
      5.
            Market for
      Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity
Securities.





Market





There is
no developed public market for the purchase and sale of Units and Registrant
does not anticipate that such a market will develop.





Holders





As of
December 31, 2009, there were approximately 520 record holders of Units (the
“Limited Partners”) holding an aggregate of 984,369 Units.





Distributions





The
Agreement of Limited Partnership of Registrant (the "Partnership Agreement")
provides that the Limited Partners receive an 8% annualized return on their
outstanding Adjusted Capital Contribution (the “Limited Partners’ Adjusted
Capital Contribution”), reduced by all distributions of Sale or Refinancing
Proceeds.  In connection with the sale of The Westmont in July 2006,
the Limited Partners received distributions totaling $42.10 per Unit, as
compared with an initial investment of $20 per Unit, in addition to receiving an
approximately 8% annualized return on their investment from inception through
August 4, 2006, the date on which the full amount of the Limited Partners’
Adjusted Capital Contribution was paid.  The last three payments of
the 8% return through August 4, 2006 were paid in May 2006, July 2006 and April
2007 to Unit holders of record as of March 31, 2006, June 30, 2006 and December
31, 2006, respectively.





Since the
return of the Limited Partners’ Adjusted Capital Contribution in full,
Registrant no longer makes regular quarterly cash distributions, but made
distributions in the amount of approximately $0.50 per Unit on July 21, 2009 to
Unit holders of record as of June 30, 2009 and on July 25, 2008 to Unit holders
of record as of June 30, 2008.  Registrant intends to continue to make
periodic distributions of Cash Available for Distribution (as defined in the
Partnership Agreement).  Registrant’s ability to make such
distributions assumes that the cash flow generated by Fieldpointe remains
relatively stable and that there are no unanticipated major expenditures or
reserve requirements to be funded.  Accordingly, there can be no certainty
that future distributions will be paid or, if paid, there can be no certainty as
to the amount and timing of such distributions.  The distributions to
the Limited Partners reflected in the accompanying consolidated financial
statements as of and for the years ended December 31, 2009 and 2007 include
withholding taxes paid by Registrant to the State of Maryland on behalf of the
Limited Partners of approximately $.04 and $.03,
respectively.  Registrant anticipates it will make an additional
distribution of approximately $0.25 per Unit on March 31, 2010 to Unit holders
of record as of December 31, 2009.





Recent Sales of Unregistered
Securities





None.





Item
      6.
            Selected Financial
      Data.





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.




4




Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.





Liquidity
and Capital Resources


Between
mid 2006 and mid 2007, on three separate occasions with three different
potential buyers, Carrollton X Associates Limited Partnership (“Carrollton”)
reached agreements to sell its operating complex (“Fieldpointe”) at gross prices
(before brokerage commissions and other selling costs) ranging from $25,500,000
to $27,100,000; however, on each occasion, the purchaser did not consummate the
transaction.  More recently, in order to facilitate a sale of
Fieldpointe, Carrollton’s general partners obtained a Phase I environmental
report, an updated survey, title commitment and an independent appraisal of
Fieldpointe in contemplation of providing a due diligence package to prospective
purchasers.  Carrollton also retained a national third party brokerage
firm.  As of March 2010, approximately eight non-binding written
offers to purchase Fieldpointe have been received; a number of such offers are
in the range of, or exceeding, $20,000,000.  Management considered the
offers to be inadequate and, in one case, rejected the offer because it came
from one of the prior potential purchasers that previously did not consummate
the transaction after an agreement was reached.  Fieldpointe remains
on the market for sale; however, given the current real estate market, the
Carrollton general partners believe the likelihood that an acceptable offer
might be received in the near term is not probable.  At this time, it
remains management’s intention to sell Fieldpointe; however, the Carrollton
general partners cannot accurately predict the near term direction of the real
estate market, and there can be no assurance that an acceptable offer will be
received or that a sale will be consummated.  As a result, and in
accordance with the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 360; Subtopic 10, the property and
equipment of Carrollton is classified as held and used in the accompanying
consolidated balance sheets and Carrollton’s results of operations are
classified as continuing operations in the accompanying consolidated statements
of operations.  Following a sale of Fieldpointe, if consummated,
Registrant intends to distribute the net proceeds to which it is entitled under
Carrollton’s partnership agreement to its partners, less a reasonable reserve,
in accordance with the terms and conditions of the Partnership
Agreement.  At such time, Registrant intends to dissolve.





Registrant
made a distribution on July 21, 2009 in the amount of approximately $0.50 per
Unit to Unit holders of record (the “Limited Partners”) as of June 30,
2009.  Registrant’s ability to make such distributions assumes that
the cash flow generated by Fieldpointe remains relatively stable and that there
are no unanticipated major expenditures or reserve requirements to be
funded.  Accordingly, there can be no certainty that future distributions
will be paid or, if paid, there can be no certainty as to the amount and timing
of such distributions.  The distributions reflected in the
accompanying consolidated financial statements as of and for the year ended
December 31, 2009 include withholding taxes paid by Registrant to the State of
Maryland on behalf of the partners (including approximately $.04 per Unit
attributable to the Unit holders), distributions to Registrant’s general
partners (the “General Partners”) and amounts distributed by Carrollton to its
general partners.  Registrant anticipates it will make an additional
distribution of approximately $0.25 per Unit on March 31, 2010 to Unit holders
of record as of December 31, 2009.





Registrant's
current primary source of funds is the rents generated by Fieldpointe and
interest derived from deposits, certain of which are restricted in accordance
with the terms of Fieldpointe’s mortgage.  Registrant's investment is
considered highly illiquid.





In the
event a sale of Fieldpointe does not take place, Registrant is not expected to
have access to additional sources of financing.  Accordingly, if
unforeseen contingencies arise that cause Fieldpointe to require capital in
addition to that contributed by Registrant and any equity of Carrollton’s
general partners, potential sources from which such capital needs will be able
to be satisfied (other than reserves) would be additional equity contributions
or voluntary loans of Carrollton’s general partners (which general partners are
not required to fund such amounts) or other reserves, if any, which could
adversely affect distributions from Carrollton to Registrant of operating cash
flow and any sale or refinancing proceeds.





Registrant
formerly held an interest in Columbia Westmont Associates, L.P. (“Columbia”),
which sold its underlying property in 2006.  After an appeal, Columbia
has received a real estate tax refund for a prior year in the amount of
approximately $998,000, which amount is net of professional fees incurred in
connection with the appeal.  Registrant and the general partners of
Columbia are currently undergoing discussions and seeking guidance in an effort
to determine how the funds received should be characterized and applied under
the terms of Columbia’s partnership agreement, and the amount, if any, that
should be paid to Registrant and the other partners of Columbia.





Although
Registrant generated cash from operations during the year ended December 31,
2009, cash and cash equivalents decreased by approximately $698,000 during the
year, primarily as a result of the distributions to partners described
above.  Property and equipment decreased as a result of depreciation
expense of $402,616, partially offset by capital improvements of
$132,684.  Prepaid expenses and mortgage escrows increased in the
ordinary course of operations.  Excess tenant security deposits funded
were transferred to cash and cash equivalents during the year and the related
liability decreased as a result of the turnover of units and a decline in
average occupancy.  In addition, Carrollton implemented a new policy
in 2009 whereby a bond is accepted from a tenant in lieu of a cash
deposit.  Mortgage payable decreased as a result of principal payments
on Carrollton’s mortgage.


5


Results
of Operations





The
discussion below refers primarily to the operations of Carrollton and not to
that of Registrant as a whole.





Year Ended December 31,
2009





During
the year ended December 31, 2009, Carrollton’s operations resulted in net income
of approximately $211,000, which includes financial expenses and depreciation
and amortization of approximately $538,000 and approximately $418,000,
respectively, but does not include capitalized capital improvements of
approximately $132,000.  Accordingly, Carrollton generated income from
operating activities prior to financial expenses and depreciation and
amortization of approximately $1,167,000.  Mortgage principal payments
during 2009 for Carrollton were approximately $235,000.  After
considering the mandatory mortgage principal payments, required deposits to
mortgage escrows and capitalized capital improvements, among other things,
Carrollton generated cash flow of approximately $240,000 during the year ended
December 31, 2009.  There can be no assurance that the level of cash
flow generated by Carrollton during the year ended December 31, 2009 will
continue in future periods.





The
depreciation expense recorded for the year ended December 31, 2008 represents
three years of expense because no depreciation was recorded in 2007 and 2006 as
a result of the property and equipment of Carrollton being classified as held
for sale.  After taking into account the impact of such depreciation
adjustment, Registrant’s results of operations for the year ended December 31,
2009 reflect a decline as compared to the year ended December 31,
2008.  Such decline is due primarily to a decrease in the average
occupancy of Fieldpointe for 2009 as compared to 2008.





As of
December 31, 2009, the occupancy of Fieldpointe was approximately
90%.  In the event a sale of Fieldpointe does not take place, the
future operating results of Fieldpointe will be extremely dependent on market
conditions and therefore may be subject to significant volatility.





Year Ended December 31,
2008





During
the year ended December 31, 2008, Carrollton’s operations resulted in a net loss
of approximately $395,000, which includes financial expenses and depreciation
and amortization of approximately $552,000 and approximately $1,187,000,
respectively, but does not include capitalized capital improvements of
approximately $131,000.  As noted above, the depreciation expense
recorded for the year ended December 31, 2008 represents three years of expense
because no depreciation was recorded in 2007 and 2006 as a result of the
property and equipment of Carrollton being classified as held for
sale.  Accordingly, Carrollton generated income from operating
activities prior to financial expenses and depreciation and amortization of
approximately $1,344,000.  Mortgage principal payments during 2008 for
Carrollton were approximately $221,000.  After considering the
mandatory mortgage principal payments, required deposits to mortgage escrows and
capitalized capital improvements, among other things, Carrollton generated cash
flow of approximately $418,000 during the year ended December 31,
2008.





After
taking into account the impact of the depreciation adjustment discussed above,
Registrant’s results of operations for the year ended December 31, 2008 are
comparable to the year ended December 31, 2007.  As of December 31,
2008, the occupancy of Fieldpointe was approximately 92%.





Year Ended December 31,
2007





During
the year ended December 31, 2007, Carrollton’s operations resulted in net income
of approximately $787,000, which includes financial expenses and amortization of
approximately $568,000 and approximately $15,000, respectively.  As
noted above, there was no depreciation expense recorded for the year ended
December 31, 2007 as a result of the property and equipment of Carrollton being
classified as held for sale.  Accordingly, Carrollton generated income
from operating activities prior to financial expenses and amortization of
approximately $1,370,000.  Mortgage principal payments during 2007 for
Carrollton were approximately $208,000.  After considering the
mandatory mortgage principal payments and required deposits to mortgage escrows,
among other things, Carrollton generated cash flow of approximately $571,000
during the year ended December 31, 2007.  As of December 31, 2007, the
occupancy of Fieldpointe was approximately 98%.


6


Inflation





Inflation
may have a material adverse impact on Registrant's operations.  A
situation could arise in which rents on the 20% of Carrollton’s apartment units
set aside as affordable, which rents are calculated as a percentage of median
family income, are reduced as a result of falling median family
incomes.  At the same time, Carrollton’s operating expenses, such as
heating oil and real estate taxes, could increase due to
inflation.  Such situation could lead to lower rental income, higher
operating expenses, and lower income from continuing operations.





Critical
Accounting Policies and Estimates





The
accompanying consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”), which requires Registrant to make certain estimates and
assumptions.  A summary of significant accounting policies is provided
in Note 1 to the accompanying consolidated financial statements.  The
following section is a summary of certain aspects of those accounting policies
that may require subjective or complex judgments and are most important to the
portrayal of Registrant’s financial condition and results of
operations.  Registrant believes that there is a low probability that
the use of different estimates or assumptions in making these judgments would
result in materially different amounts being reported in the accompanying
consolidated financial statements.





Registrant
records its real estate assets at cost less accumulated depreciation and, if
there are indications that impairment exists, adjusts the carrying value of
those assets in accordance with ASC Topic 360; Subtopic 10.  In
accordance with ASC Topic 360; Subtopic 10, long-lived assets, primarily
property and equipment, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets might not be
recoverable.  Conditions that would necessitate an impairment
assessment include a significant decline in the observable market value of an
asset, a significant change in the extent or manner in which an asset is used,
or a significant adverse change that would indicate that the carrying amount of
an asset or group of assets is not recoverable.  For long-lived
assets, Registrant recognizes an impairment loss only if its carrying amount is
not recoverable through its undiscounted cash flows and measures the impairment
loss based on the difference between the carrying amount and estimated fair
value.  No such adjustment for impairment losses is required as of
December 31, 2009.





Recent Accounting
Pronouncements





ASC Topic
740; Subtopic 10 requires all taxpayers to analyze all material positions they
have taken or plan to take in all tax returns that have been filed or should
have been filed with all taxing authorities for all years still subject to
challenge by those taxing authorities.  If the position taken is
“more-likely-than-not” to be sustained by the taxing authority on its technical
merits and if there is more than a 50% likelihood that the position would be
sustained if challenged and considered by the highest court in the relevant
jurisdiction, the tax consequences of that position should be reflected in the
taxpayer’s GAAP financial statements.  Because Registrant is a
pass-through entity and is not required to pay income taxes, ASC Topic 740;
Subtopic 10 does not currently have any impact on its consolidated financial
statements.





ASC Topic
820 defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value measurements. Accordingly, ASC
Topic 820 does not require any new fair value measurements.  ASC Topic
820 is effective for fiscal years beginning after November 15,
2007.  Registrant adopted ASC Topic 820 effective January 1,
2008.  On February 6, 2008 FASB deferred the effective date of ASC
Topic 820 by one year for nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis.  The partial adoption of ASC Topic 820 for
financial assets and liabilities did not have a material impact on Registrant’s
consolidated financial position, results of operations or cash flows. Registrant
adopted ASC Topic 820 as of January 1, 2008, with the exception of the
application of this topic to nonrecurring nonfinancial assets and nonfinancial
liabilities.  Nonrecurring nonfinancial assets and liabilities for
which Registrant has not applied the provisions of ASC Topic 820 include
property and equipment and intangible assets measured at fair value for
impairment testing.  Registrant’s full adoption of ASC Topic 820 as of
January 1, 2009 did not have an impact on its consolidated financial
statements.





ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.


7





Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of December 31, 2009 include cash and cash equivalents of
$797,648, mortgage escrows of $758,880 and tenant security deposits of $63,022
as reflected in the accompanying consolidated balance sheet.  These
assets are carried at historical cost which approximates fair value based on
quoted market prices for identical securities (Level 1
inputs).





ASC Topic
810 replaces the concept of minority interest with noncontrolling interests in
subsidiaries. Noncontrolling interests will now be reported as a component of
equity in the consolidated statement of financial position.  Earnings
attributable to noncontrolling interests will continue to be reported as a part
of consolidated earnings; however, ASC Topic 810 requires that income
attributable to both controlling and noncontrolling interests be presented
separately on the face of the consolidated income statement.  In
addition, ASC Topic 810 provides that when losses attributable to noncontrolling
interests exceed the noncontrolling interest’s basis, losses continue to be
attributed to the noncontrolling interest as opposed to being absorbed by the
consolidating entity.  ASC Topic 810 requires retroactive adoption of
the presentation and disclosure requirements for existing minority
interests.  All other requirements of ASC Topic 810 shall be applied
prospectively.  ASC Topic 810 is effective for the first annual
reporting period beginning on or after December 15, 2008.  Registrant
has adopted ASC Topic 810 as of and for the year ended December 31,
2009.  Accordingly, Registrant has reflected the noncontrolling
interest separately in the accompanying consolidated balance sheets, statements
of operations and statements of partners’ equity (deficit).





ASC Topic
825; Subtopic 10 requires disclosure about the method and significant
assumptions used to establish the fair value of financial instruments for
interim reporting periods as well as annual statements.  ASC Topic
825; Subtopic 10 is effective for Registrant as of June 30, 2009 and its
adoption did not impact Registrant’s consolidated financial condition or results
of operations.





In May
2009, FASB issued guidance regarding subsequent events, which was subsequently
updated in February 2010. This guidance established general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by Registrant
for the quarter ended June 30, 2009. The adoption did not have a significant
impact on the subsequent events that Registrant reports, either through
recognition or disclosure, in the consolidated financial
statements.  In February 2010, FASB amended its guidance on subsequent
events to remove the requirement to disclose the date through which an entity
has evaluated subsequent events, alleviating conflicts with current SEC
guidance. This amendment was effective immediately and therefore Registrant did
not include the disclosure in the notes to the accompanying consolidated
financial statements.





Forward-Looking
Information





As a
cautionary note, with the exception of historical facts, the matters discussed
in this annual report on Form 10-K are “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”).  Forward-looking statements may relate to, among other things,
current expectations, forecasts of future events, future actions, future
performance generally, business development activities, capital expenditures,
strategies, the outcome of contingencies, future financial results, financing
sources and availability and the effects of regulation and
competition.  Words such as “anticipate,” “expect,” “intend,” “plan,”
“seek,” “estimate” and other words and terms of similar meaning in connection
with discussions of future operating or financial performance signify
forward-looking statements.  Registrant may also provide written
forward-looking statements in other materials released to the
public.  Such statements are made in good faith by Registrant pursuant
to the “Safe Harbor” provisions of the Reform Act.  Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.  Such forward-looking statements involve known risks,
uncertainties and other factors that may cause Registrant’s actual results of
operations or actions to be materially different from future results of
operations or actions expressed or implied by the forward-looking
statements.





Off
- Balance Sheet Arrangements





Registrant
does not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on Registrant’s financial condition,
changes in financial condition, revenue or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.


8





Contractual
Obligations





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





Item
      7A.
            Quantitative and
      Qualitative Disclosures about Market
  Risk.





None.





Item
      8.
            Financial Statements
      and Supplementary Data.





Set forth
in the consolidated financial statements listed on page F-2 is the financial
information required in response to Item 8.  Such consolidated
financial statements and schedules appear on pages F-1 to F-17 and are
incorporated herein by reference.





Item
      9.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure.





None.





Item
      9A.
            Controls and
      Procedures.





Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed by Registrant in reports that
Registrant files or submits under the Exchange Act is recorded, processed,
summarized and timely reported as provided in SEC rules and
forms.  Registrant periodically reviews the design and effectiveness
of its disclosure controls and procedures, including compliance with various
laws and regulations that apply to its operations.  Registrant makes
modifications to improve the design and effectiveness of its disclosure controls
and procedures, and may take other corrective action, if its reviews identify a
need for such modifications or actions.  In designing and evaluating
the disclosure controls and procedures, Registrant recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.




Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of WRRC, one of Registrant’s general partners, of the effectiveness of
the design and operation of its disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the year ended December 31, 2009.  Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer of WRRC concluded that
Registrant’s disclosure controls and procedures were effective as of
December 31, 2009.





Item
      9A(T).
            Management’s Annual
      Report on Internal Control Over Financial
  Reporting.





Management’s Annual Report
on Internal Control over Financial Reporting





Registrant
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).  Under the supervision and with the participation
of its management, including the Chief Executive Officer and Chief Financial
Officer of WRRC, Registrant conducted an evaluation of the effectiveness of its
internal control over financial reporting based on the framework set forth in
Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Based on its evaluation, management has
concluded that Registrant’s internal control over financial reporting was
effective as of December 31, 2009.





This
Annual Report does not include an attestation report of Registrant’s independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by
Registrant’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit Registrant to provide only management’s report
in this Annual Report on Form 10-K.





Changes in Internal Control
Over Financial Reporting





There
were no changes in Registrant’s internal control over financial reporting during
the three months ended December 31, 2009 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.





Item
      9B.
            Other
      Information.





None.


9


PART III





Item
      10.
            Directors, Executive
      Officers and Corporate
Governance.





Registrant
has no directors or executive officers.





The
General Partners of Registrant are WRRC, Real Estate Equity Partners L.P., a
Delaware limited partnership and an affiliate of Apartment Investment and
Management Company (“AIMCO”) (the "AIMCO General Partner"), and
WRC-87A.  WRC-87A is currently one-half owned by Real Estate Equity
Partners Inc., the corporate general partner of the AIMCO General Partner, and
one-half owned by the shareholders of WRRC.





WRRC





The
directors and certain officers of WRRC are set forth below:





Name
                      
                      Age
                      
                      OfficeRichard
      Paul Richman
                      
                      62
                      
                      President
      and DirectorRobert
      H. Wilder, Jr.
                      
                      64
                      
                      Executive
      Vice President and DirectorJames
      Hussey
                      
                      49
                      
                      TreasurerCharles
      L. Krafnick
                      
                      48
                      
                      Assistant
      Treasurer





Richard Paul
Richman has served as President and Director of WRRC since its inception
in 1986.  Mr. Richman graduated from the Columbia University Law
School with a Juris Doctor degree, the Columbia University Graduate School of
Business Administration with a Master of Business Administration degree and
Syracuse University with a Bachelor of Arts degree in Political
Science.  Mr. Richman has over twenty years of extensive experience in
both the development and management of residential properties.  From
1973 until 1979, Mr. Richman practiced corporate law in New York City with the
law firm of Greenbaum, Wolff & Ernst and then as a partner of Shipley,
Richman & Nierenberg.  For over six years, Mr. Richman acted as a
lawyer in connection with the development, syndication and tax issues relating
to real estate.  Since 1988, Mr. Richman has been a stockholder of The
Richman Group, Inc. (“Richman Group”) and is currently its
Chairman.  In recent years, Mr. Richman has devoted full time to the
syndication and development of real estate.  Mr. Richman was a vice
president and shareholder of Related Housing Companies Incorporated, New York,
New York from 1978 until mid 1979 with responsibility for that company's project
acquisition and syndication activities.  Mr. Richman has been a member
of the National Advisory Board of the Housing and Development Reporter, a
bi-weekly publication of the Bureau of National Affairs, Inc., a frequent
speaker on real estate syndication, has been a member of the New York State
Historic Credit Task Force, the National Leased Housing Association, the
Coalition to Preserve the Low-Income Tax Credit and the Minority Developer
Assistance Corporation (which was established by the New York State Battery Park
Commission).  As a result of these and other professional experiences,
Mr. Richman possesses particular knowledge and experience in real estate that
strengthen the Board’s collective qualifications, skills and
experience.





Robert H. Wilder,
Jr. has served as Executive Vice President and Director of WRRC since its
inception in 1986.  Mr. Wilder graduated from the University of
Michigan with a Bachelor of Arts degree in Economics and from the Columbia
University Graduate School of Business with a Master of Business Administration
degree.  After graduation in 1968, Mr. Wilder joined James D. Landauer
Associates, Inc., a national real estate consulting firm, where his
responsibilities included feasibility studies, market analyses, land use
studies, portfolio valuations and appraisals of industrial, office, commercial
and multi-family properties. From 1973 until mid 1979, Mr. Wilder was executive
vice president and shareholder of Related Housing Companies Incorporated, New
York, New York, and was responsible for mortgage financing and construction loan
placement and the supervision of the development of the company's
projects.  Since 1988, Mr. Wilder has been the President and sole
shareholder of Wilder Property Companies Inc.  Mr. Wilder is also a
licensed real estate broker in New York and Connecticut.  As a result
of these and other professional experiences, Mr. Wilder possesses particular
knowledge and experience in real estate that strengthen the Board’s collective
qualifications, skills and experience.





James
Hussey has served as the Chief Financial Officer (Treasurer) of WRRC
since January 2009.  Mr. Hussey, the Treasurer of Richman Group, is
engaged primarily in the syndication and finance operations of Richman
Group.  In addition, Mr. Hussey is a Vice President and the Treasurer
of Richman Asset Management, Inc. (“RAM”), an affiliate of the WRRC General
Partner.  Mr. Hussey is engaged primarily in the partnership
management and finance operations of RAM.  Prior to joining RAM, Mr.
Hussey, a Certified Public Accountant, was the Chief Financial Officer of WCI
Communities Inc. NE Region and Spectrum Communities, LLC.  From 1989
to 1998, Mr. Hussey held various positions with Center Development Corp, a
developer of affordable housing in the New York metropolitan
area.  Mr. Hussey received a Bachelor of Science degree from SUNY at
Albany in 1983 and an MBA from Columbia Business School in
1994.


10





Charles L.
Krafnick has served as the Assistant Treasurer of WRRC since April
2004.  Mr. Krafnick, the Assistant Treasurer of Richman Group, has
been employed by Richman Group since 1994 and is engaged primarily in the
finance operations of Richman Group.  In addition, Mr. Krafnick is the
Assistant Treasurer of RAM; Mr. Krafnick's responsibilities in connection with
RAM include various finance and partnership management functions.  Mr.
Krafnick, a Certified Public Accountant, received a Bachelor of Science degree
from Marquette University in 1984.





Effective
January 14, 2009, Neal Ludeke resigned his position as Chief Financial Officer
(Treasurer) of WRRC.





The AIMCO General
Partner





Certain
officers of Real Estate Equity Partners Inc. are set forth below.





Name
                        
                        Age
                        
                        OfficeTimothy
      J. Beaudin
                        
                        51
                        
                        President,
      Chief Operating Officer and DirectorErnest
      M. Freedman
                        
                        39
                        
                        Executive
      Vice President, Chief Financial Officer and
  Director





Timothy J.
Beaudin is President, Chief Operating Officer and a Director of Real
Estate Equity Partners Inc.  Mr. Beaudin currently serves as President
and Chief Operating Officer of AIMCO.  He joined AIMCO as Chief
Development Officer in October 2005 and was appointed Executive Vice President
and Chief Property Operating Officer in October 2008.  Prior to
joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus
Development Corporation, a San Francisco, California-based real estate
investment trust.  During his last five years at Catellus,
Mr. Beaudin served as Executive Vice President, with management
responsibility for development, construction and asset management.  As a
result of these and other professional experiences, Mr. Beaudin possesses
particular knowledge and experience in real estate that strengthen the Board’s
collective qualifications, skills and experience.





Ernest M.
Freedman is Executive Vice President, Chief Financial Officer and a
Director of Real Estate Equity Partners Inc. Mr. Freedman was appointed
Executive Vice President and Chief Financial Officer of AIMCO in November
2009.  Mr. Freedman joined AIMCO in 2007 as Senior Vice President
of Financial Planning and Analysis and has served as Senior Vice President of
Finance since February 2009, responsible for financial planning, tax, accounting
and related areas.  From 2004 to 2007, Mr. Freedman served as Chief
Financial Officer of HEI Hotels and Resorts.  From 2000 to 2004, Mr.
Freedman was at GE Real Estate in a number of capacities, including operations
controller and finance manager for investments and acquisitions.  From
1993 to 2000, Mr. Freedman was with Ernst & Young, LLP, including one year
as a senior manager in the real estate practice.  Mr. Freedman is a
certified public accountant.  As a result of these and other
professional experiences, Mr. Freedman possesses particular knowledge and
experience in real estate that strengthen the Board’s collective qualifications,
skills and experience.





Effective
November 1, 2009, David Robertson resigned his positions as President, Chief
Financial Officer, Chief Investment Officer and Director of Real Estate Equity
Partners Inc.





WRC-87A





The
directors and officers of WRC-87A are as follows:





Name
                    
                    OfficeTerry
      Considine
                    
                    President
      and DirectorRichard
      Paul Richman
                    
                    Executive
      Vice President, Secretary, Treasurer and
  Director


11


Terry
Considine, 62, is President and a Director of
WRC-87A.  Mr. Considine has been Chairman of the Board and Chief
Executive Officer of AIMCO since July 1994.  Mr. Considine also
serves on the board of directors of Intrepid Potash, Inc., a publicly held
producer of potash and, until its acquisition in early 2009, Mr. Considine
served as Chairman and Chief Executive Officer of American Land Lease, Inc., a
publicly held real estate investment trust.  Mr. Considine has
over 40 years of experience in real estate and other
industries.  Among other real estate ventures, in 1975, Mr. Considine
founded and managed the predecessor companies that became AIMCO at its initial
public offering in 1994.  As a result of these and other professional
experiences, Mr. Considine possesses particular knowledge and experience in real
estate that strengthen the Board’s collective qualifications, skills and
experience.





Mr.
Richman's biography is included above with the description of WRRC’s directors
and officers.





Registrant
is not aware of any family relationship between any directors and executive
officers listed in this Item 10.  Registrant is not aware of the
involvement in certain legal proceedings with respect to the directors and
executive officers listed in this Item 10.





Mr.
Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the
functions of an audit committee on behalf of Registrant (the “Audit Committee”).
Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an
audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are
not independent under the Nasdaq Stock Market independence standards, however
Registrant believes that each exercises his judgment in the best interest of
Registrant with respect to matters that would ordinarily be passed upon by an
audit committee.





The Board
of Directors of WRRC has adopted a code of ethics for senior financial officers
of Registrant, applicable to Registrant's principal executive officer, principal
financial officer and comptroller or principal accounting officer, or persons
performing similar functions.  Registrant will provide to any person
without charge a copy of such code of ethics upon written request to WRRC at 340
Pemberwick Road, Greenwich, Connecticut 06831, Attention:
Secretary.





Item
      11.
            Executive
      Compensation.





Registrant
is not required to pay the officers, directors or partners of the General
Partners any direct compensation and no such compensation was paid during the
fiscal year ended December 31, 2009 or during the prior two fiscal
years.





Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters.





a)  As
of December 31, 2009, affiliates of MacKenzie Patterson Fuller, Inc.
(“MacKenzie”), with the address 1640 School Street, Moraga, CA 94556, own
134,830 Units, representing approximately 13.70% of the outstanding Units of
limited partnership interest.  Other than MacKenzie, no person or
entity, other than affiliates of the General Partners discussed below, was known
by Registrant to be the beneficial owner of more than five percent of the
Units.





b)  Security
ownership by the General Partners is as follows:





Percentage ofAmount and
                                    
                                    
                                    OutstandingNature
      of
                                    
                                    
                                    GeneralName
      and Address
                                    
                                    Beneficial
                                    
                                    
                                    Partners'Title of Class
                                    
                                    of Beneficial Owner
                                    
                                    Ownership
                                    
                                    
                                    Interest*General
                                    
                                    Real
      Estate Equity
                                    
                                    $
                                    3.33
                                    
                                    
                                    
                                    33.3
                                    %Partners'
                                    
                                    Partners
      L.P.Interest
      in
                                    
                                    4582
      S. Ulster Parkway, Suite 1100Secured
      Income L.P.
                                    
                                    Denver,
      CO 80237Wilder
      Richman
                                    
                                    $
                                    3.33
                                    
                                    
                                    
                                    33.3
                                    %Resources
      Corporation340
      Pemberwick RoadGreenwich,
      CT 06831WRC-87A
      Corporation
                                    
                                    $
                                    3.34
                                    
                                    
                                    
                                    33.4
                                    %340
      Pemberwick RoadGreenwich,
      CT 06831





*General
      Partners as a class have a 1% interest in all profits, losses and
      distributions of Registrant.


12





Affiliates of WRRC, WRC 87-A and
certain of the Carrollton and Columbia Operating General Partners own 250,035
Units, representing approximately 25.40% of the outstanding Units of limited
partnership interest as follows:  West Putnam Housing Investors, LLC -
47,211 Units, West Putnam Housing Investors II, LLC - 186,217 Units and West
Putnam Housing Investors III, LLC - 16,607 Units.  The address of
these entities is 340 Pemberwick Road, Greenwich, CT 06831.





Affiliates of Real Estate Equity
Partners L.P. own 228,286 Units, representing approximately 23.19% of the
outstanding Units of limited partnership interest as follows:  AIMCO
Bethesda Holdings Acquisition, Inc. - 225,786 and Market Ventures, LLC -
2,500.  The address of these entities is 4582 S. Ulster St. Parkway,
Suite 1100, Denver, CO 80237.





c)  Registrant
knows of no arrangements that may, at a subsequent date, result in a change of
control of Registrant.  Article VI of the Partnership Agreement
describes the circumstances under which changes in General Partners can
occur.





Item
      13.
            Certain Relationships
      and Related Transactions, and Director
  Independence.





Transactions with Related
Persons





All
transactions with related parties having occurred within the past
three years are detailed in Note 7 to the audited
consolidated financial statements of Registrant included under Item 8
hereto.





The
General Partners and their affiliates are entitled to receive certain
compensation, fees and reimbursements of expenses.  Registrant
incurred $98,437 in connection with investor services payable to an affiliate of
certain General Partners for the years ended December 31, 2009 and 2008 and has
continued to incur such expenses in 2010.  Information regarding such
compensation is set forth under the heading "Compensation And Fees To General
Partners And Affiliates" at pages 13 through 19 of the Prospectus, which is
incorporated herein by reference.





The
financial interests in Registrant of the General Partners and Special Limited
Partner are set forth under the heading "Profits, Losses and Distributions" at
pages 64 through 67 of the Prospectus, which is incorporated herein by
reference.





Transactions with Affiliates
of Management





Richman
Property Services, Inc. ("RPS"), formerly WRMC, Inc. (“WRMC”), an affiliate of
certain General Partners, was the managing agent of Fieldpointe in 2009 and
2008.  In connection with these services, RPS earned management and
reporting fees of $114,616 and $120,532 in 2009 and 2008,
respectively.  RPS continues to earn management and reporting fees in
2010 as described in Note 7 to the audited consolidated financial
statements of Registrant included under Item 8 hereto.





Indebtedness of
Management





No
officer or director of the General Partners or any affiliate of the foregoing
was indebted to Registrant at any time during the fiscal years ended December
31, 2009 and 2008.





Review, Approval or
Ratification of Transactions with Related Parties





Pursuant
to the terms of the Partnership Agreement, Registrant has specific
rights and limitations in conducting business with the General Partners and
affiliates.  To date, Registrant has followed such provisions of
the Partnership Agreement.  Registrant's unwritten
policies for transacting business with related parties are
to first refer to the Partnership Agreement in connection
with conducting such business or making payments and then,
if circumstances arise for which a new related party
transaction is contemplated, present the proposed
transaction to certain officers of WRRC for review and
approval.  If any matter in connection with such transaction might be
unclear under the terms of the Partnership Agreement, such matter is
presented to general or outside counsel for review prior
to any such transaction being entered into by
Registrant.





Corporate
Governance





As
discussed elsewhere in this annual report, Registrant does not have any
directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick
serve on a committee that performs the functions of an audit committee on behalf
of Registrant. Under Nasdaq Stock Market independence standards, Mr. Richman,
Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as
officers of WRCC, a General Partner of Registrant. Although Mr. Richman, Mr.
Hussey and Mr. Krafnick are not independent under Nasdaq rules, Registrant
believes that each exercises his judgment in the best interest of Registrant
with respect to matters that would ordinarily be passed upon by an audit
committee. The Registrant is not a listed issuer whose securities are listed on
a national securities exchange, or an inter-dealer quotation system which has
requirements that a majority of the board of directors be independent, and
Registrant is not required to have an audit committee which consists of
independent directors and meets the other requirements of the Securities
Exchange Act of 1934 and the rules promulgated thereunder.


13





Item
      14.
            Principal Accounting
      Fees and Services.





Registrant’s
independent registered public accounting firm billed Registrant the following
fees for professional services rendered in the years ended December 31, 2009 and
2008:





2009
                  
                  
                  2008Audit
      Fees
                  
                  $
                  23,900
                  
                  
                  $
                  25,500Audit-Related
      Fees
                  
                  
                  —
                  
                  
                  
                  —Tax
      Fees
                  
                  $
                  4,000
                  
                  
                  $
                  4,000All
      Other Fees
                  
                  
                  —
                  
                  
                  
                  —





Audit
fees consist of fees for the annual audit and review of Registrant’s
consolidated financial statements and assistance with and review of documents
filed with the SEC.  Tax fees generally represent fees for annual tax
return preparation.  There were no other accounting fees incurred by
Registrant in 2009 and 2008.





The Audit
Committee has adopted a set of pre-approval policies and procedures under which,
pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and
permitted non-audit services to be performed by Registrant’s independent
registered public accounting firm require pre-approval by the Audit
Committee.  The Audit Committee approved all 2009 and 2008 principal
accountant fees and services.


14


PART IV





Item
      15.
            Exhibits, Financial
      Statement Schedules.





(a)
            1
            Financial
      Statements - The list of Financial Statements appears on page
      F-2.





2
            Schedules - All
      schedules are omitted because the required information is inapplicable or
      it is presented in the consolidated financial statements or the notes
      thereto.





3
            Exhibits:





3(A)
            Form
      of Amended and Restated Agreement of Limited Partnership of Secured Income
      L.P., incorporated by reference to Exhibit A to the Prospectus contained
      in Registrant’s Registration Statement on Form S-11 (File No. 33-9602)
      (the "Form S-11").





3(B)
            Certificate
      of Limited Partnership of Secured Income L.P., incorporated by reference
      to Exhibit 3(B) of Form S-11.





10(A)
            Escrow
      Agreement between Registrant and FirsTier Bank N.A., incorporated by
      reference to Exhibit 10(A) of Form
S-11.





10(B)
            Carrollton
      Partnership Interest Acquisition Agreement, incorporated by reference to
      Exhibit 10(B) of Form S-11.





10(C)
            Carrollton
      Partnership Agreement, as amended, and guarantees to certain obligations
      by Carrollton Developer General Partner, incorporated by reference to
      Exhibit 10(C) of Form S-11.





10(D)
            Carrollton
      Property Management Agreement, as amended, incorporated by reference to
      Exhibit 10(D) of Form S-11.





10(E)
            Fieldpointe
      Complex Financing Documents, incorporated by reference to Exhibit 10(B) of
      Form S-11.





10(F)
            Form
      of Guaranteed Investment Contract Escrow Agreement, incorporated by
      reference to Exhibit 10(F) of Form
S-11.





10(G)
            Columbia
      Partnership Interest Acquisition Agreement, incorporated by reference to
      Exhibit 10(G) of Form S-11.





10(H)
            Columbia
      Partnership Agreement and guarantee of certain obligations of Columbia
      Developer General Partner, incorporated by reference to Exhibit 10(H) of
      Form S-11.





10(I)
            Columbia
      Property Management Agreement, incorporated by reference to Exhibit 10(I)
      of Form S-11.





10(J)
            Columbia
      Construction and Development Agreement, incorporated by reference to
      Exhibit 10(J) of Form S-11.





10(K)
            Westmont
      Complex Financing Documents, incorporated by reference to Exhibit 10(K) of
      Form S-11.





10(L)
            Westmont
      Complex Financing Restructuring Agreement, incorporated by reference to
      Form 10-K for fiscal year ended December 31,
  1992.





10(M)
            Columbia
      Partnership Cost-Sharing and Indemnity Agreement in connection with the
      mortgage modification dated May 27, 1993, incorporated by reference to
      Form 10-K for fiscal year ended December 31,
  1993.





10(N)
            Amendment
      of Partnership Agreement of Columbia Partnership dated May 27, 1993,
      incorporated by reference to form 10-K for fiscal year ended December 31,
      1993.





10(O)
            Amendment
      of Guaranty Agreement of Columbia Partnership dated May 27, 1993,
      incorporated by reference to form 10-K for fiscal year ended December 31,
      1993.


15





10(P)
            Columbia
      Partnership Financing Agreement dated May 27, 1993, incorporated by
      reference to form 10-K for fiscal year ended December 31,
      1993.





10(Q)
            Carrollton
      Partnership Assignment and Modification of Deed of Trust dated August 30,
      1993, incorporated by reference to Form 10-K for fiscal year ended
      December 31, 1993.





10(R)
            Columbia
      Partnership Assignment and Intercreditor Agreement dated as of June 1,
      2000, incorporated by reference to Form 10-K for fiscal year ended
      December 31, 2000.





10(S)
            Columbia
      Partnership Mortgage Note dated as of June 1, 2000, incorporated by
      reference to Form 10-K for fiscal year ended December 31,
      2000.





10(T)
            Columbia
      Partnership Multifamily Note (Multistate) dated as of June 1, 2000,
      incorporated by reference to Form 10-K for fiscal year ended December 31,
      2000.





10(U)
            Executed
      Agreement of Purchase and Sale of The Westmont dated January 26, 2006,
      incorporated by reference to Form 10-K for the fiscal year ended December
      31, 2005.





10(V)
            First
      Amendment to Purchase and Sale Agreement of The Westmont dated February 8,
      2006, incorporated by reference to Form 10-K for the fiscal year dated
      December 31, 2005.





(24)
            Power
      of Attorney, incorporated by reference to Exhibit 25 of Form
      S-11.





(27)
            Financial
      Data Schedule.





(28)
            Market
      Analysis dated February 1, 1985 of REDE Associates, incorporated by
      reference to Exhibit 28 of Form
S-11.





(31.1)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer**





(31.2)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer**





(32.1)
            Section
      1350 Certification of Chief Executive
Officer**





(32.2)
            Section
      1350 Certification of Chief Financial
Officer**





(99.1)
            Pages
      13 through 19 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.2)
            Pages
      20 through 30 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.3)
            Pages
      30 through 36 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.4)
            Pages
      37 through 48 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.5)
            Pages
      64 through 67 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





**Filed
herein.


16





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized on the 30th day of March
2010.





SECURED
      INCOME L.P.By:
                                    Wilder
      Richman Resources Corporation, General PartnerBy:
                                    /s/Richard Paul RichmanRichard
      Paul Richman - Chief Executive OfficerBy:
                                    /s/James HusseyJames
      Hussey - Chief Financial OfficerBy:
                                    WRC-87A
      Corporation, General PartnerBy:
                                    /s/Richard Paul RichmanRichard
      Paul Richman - Executive Vice President and Treasurer


17





CONSOLIDATED
FINANCIAL STATEMENTS AND


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





SECURED
INCOME L.P. AND SUBSIDIARIES





DECEMBER
31, 2009, 2008 AND 2007








SECURED
INCOME L.P. AND SUBSIDIARIES





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





Table of Contents
                  
                  PageReport
      of Independent Registered Public Accounting Firm
                  
                  F-3Consolidated
      Financial StatementsConsolidated
      Balance Sheets
                  
                  F-4Consolidated
      Statements of Operations
                  
                  F-5Consolidated
      Statements of Partners' Equity (Deficit)
                  
                  F-7Consolidated
      Statements of Cash Flows
                  
                  F-8Notes
      to Consolidated Financial Statements
                  
                  F-10




F-2





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Partners


Secured
Income L.P.





We have audited the consolidated
balance sheets of Secured Income L.P. and Subsidiaries (the “Partnership”) as of
December 31, 2009 and 2008, and the related consolidated statements of
operations, partners’ equity (deficit) and cash flows for the years ended
December 31, 2009, 2008 and 2007.  These consolidated financial
statements are the responsibility of the Partnership’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.





We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  The Partnership has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financing reporting.  Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting.  Accordingly,
we express no such opinion.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Secured Income L.P. and Subsidiaries as of December
31, 2009 and 2008, and the results of their operations, changes in their
partners’ equity (deficit) and their cash flows for the years ended December 31,
2009, 2008 and 2007, in conformity with accounting principles generally accepted
in the United States of America.





/s/ Reznick Group, P.C.Sacramento,
      CaliforniaMarch
      29, 2010


F-3


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2009 AND 2008





2009
                      
                      
                      2008ASSETSProperty
      and equipment, net of accumulated depreciation
                      
                      $
                      2,704,139
                      
                      
                      $
                      2,974,071Cash
      and cash equivalents
                      
                      
                      797,648
                      
                      
                      
                      1,495,589Mortgage
      escrow deposits
                      
                      
                      758,880
                      
                      
                      
                      705,956Tenant
      security deposits
                      
                      
                      63,022
                      
                      
                      
                      194,610Accounts
      receivable
                      
                      
                      
                      
                      
                      
                      3,662Prepaid
      expenses
                      
                      
                      214,801
                      
                      
                      
                      190,031Intangible
      assets, net of accumulated amortization
                      
                      
                      281,877
                      
                      
                      
                      303,592$
                      4,820,367
                      
                      
                      $
                      5,867,511LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesMortgage
      payable
                      
                      $
                      8,019,780
                      
                      
                      $
                      8,254,369Accounts
      payable and accrued expenses
                      
                      
                      101,773
                      
                      
                      
                      91,560Tenant
      security deposits payable
                      
                      
                      52,116
                      
                      
                      
                      119,222Due
      to general partners and affiliates
                      
                      
                      18,365
                      
                      
                      
                      18,3658,192,034
                      
                      
                      
                      8,483,516Commitments
      and contingenciesPartners'
      equity (deficit)Limited
      partners (984,369 units issued and outstanding)
                      
                      
                      693,098
                      
                      
                      
                      1,159,468General
      partners
                      
                      
                      (3,878,310
                      )
                      
                      
                      (3,769,472
                      )Noncontrolling
      interest
                      
                      
                      (186,455
                      )
                      
                      
                      (6,001
                      )(3,371,667
                      )
                      
                      
                      (2,616,005
                      )$
                      4,820,367
                      
                      
                      $
                      5,867,511





See notes
to consolidated financial statements.


F-4


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF OPERATIONS


YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007





2009
                      
                      
                      2008
                      
                      
                      2007OPERATIONSREVENUERental
                      
                      $
                      2,459,141
                      
                      
                      $
                      2,601,135
                      
                      
                      $
                      2,583,523Interest
                      
                      
                      3,494
                      
                      
                      
                      26,987
                      
                      
                      
                      63,259Other
                      
                      
                      64,866
                      
                      
                      
                      76,745
                      
                      
                      
                      80,100TOTAL
      REVENUE
                      
                      
                      2,527,501
                      
                      
                      
                      2,704,867
                      
                      
                      
                      2,726,882EXPENSESAdministration
      and management
                      
                      
                      517,082
                      
                      
                      
                      514,006
                      
                      
                      
                      530,895Operating
      and maintenance
                      
                      
                      506,891
                      
                      
                      
                      556,895
                      
                      
                      
                      526,908Taxes
      and insurance
                      
                      
                      466,360
                      
                      
                      
                      420,816
                      
                      
                      
                      424,153Financial
                      
                      
                      538,440
                      
                      
                      
                      551,575
                      
                      
                      
                      568,054Depreciation
      and amortization
                      
                      
                      424,331
                      
                      
                      
                      1,193,542
                      
                      
                      
                      21,715TOTAL
      EXPENSES
                      
                      
                      2,453,104
                      
                      
                      
                      3,236,834
                      
                      
                      
                      2,071,725INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                      
                      
                      74,397
                      
                      
                      
                      (531,967
                      )
                      
                      
                      655,157DISCONTINUED
      OPERATIONSLOSS
      FROM DISCONTINUED OPERATIONS
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (46,275
                      )NET
      INCOME (LOSS)
                      
                      $
                      74,397
                      
                      
                      $
                      (531,967
                      )
                      
                      $
                      608,882NET
      INCOME (LOSS) ATTRIBUTABLE TOGeneral
      partners
                      
                      $
                      693
                      
                      
                      $
                      (5,391
                      )
                      
                      $
                      6,022Limited
      partners
                      
                      
                      68,573
                      
                      
                      
                      (533,662
                      )
                      
                      
                      596,177Noncontrolling
      interest
                      
                      
                      5,131
                      
                      
                      
                      7,086
                      
                      
                      
                      6,683$
                      74,397
                      
                      
                      $
                      (531,967
                      )
                      
                      $
                      608,882NET
      INCOME (LOSS) ALLOCATED PER UNIT OF LIMITED PARTNERSHIP
      INTEREST
                      
                      $
                      .07
                      
                      
                      $
                      (.54
                      )
                      
                      $
                      .60NET
      INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED
      PARTNERSHIP INTEREST
                      
                      $
                      .07
                      
                      
                      $
                      (.54
                      )
                      
                      $
                      .65





—continued—


F-5


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF OPERATIONS - CONTINUED


YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007





2009
                        
                        
                        2008
                        
                        
                        2007NET
      LOSS FROM DISCONTINUED OPERATIONS ALLOCATED PER UNIT OF LIMITED
      PARTNERSHIP INTEREST
                        
                        
                        
                        
                        
                        
                        
                        $
                        (.05
                        )Weighted
      number of units outstanding
                        
                        
                        984,369
                        
                        
                        
                        984,369
                        
                        
                        
                        984,369





See notes
to consolidated financial statements.


F-6


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)


YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007





Total
                
                
                Limited
                  partners
                
                
                General
                  partners
                
                
                Noncontrolling interestPartners'
      equity (deficit), December 31, 2006
                
                $
                (1,837,593
                )
                
                $
                1,943,182
                
                
                $
                (3,767,607
                )
                
                $
                (13,168
                )Distributions
      to partners
                
                
                (359,841
                )
                
                
                (354,044
                )
                
                
                (2,496
                )
                
                
                (3,301
                )Net
      income
                
                
                608,882
                
                
                
                596,177
                
                
                
                6,022
                
                
                
                6,683Partners'
      equity (deficit), December 31, 2007
                
                
                (1,588,552
                )
                
                
                2,185,315
                
                
                
                (3,764,081
                )
                
                
                (9,786
                )Distributions
      to partners
                
                
                (495,486
                )
                
                
                (492,185
                )
                
                
                
                
                
                
                (3,301
                )Net
      income (loss)
                
                
                (531,967
                )
                
                
                (533,662
                )
                
                
                (5,391
                )
                
                
                7,086Partners'
      equity (deficit), December 31, 2008
                
                
                (2,616,005
                )
                
                
                1,159,468
                
                
                
                (3,769,472
                )
                
                
                (6,001
                )Distributions
      to partners
                
                
                (830,059
                )
                
                
                (534,943
                )
                
                
                (109,531
                )
                
                
                (185,585
                )Net
      income
                
                
                74,397
                
                
                
                68,573
                
                
                
                693
                
                
                
                5,131Partners'
      equity (deficit), December 31, 2009
                
                $
                (3,371,667
                )
                
                $
                693,098
                
                
                $
                (3,878,310
                )
                
                $
                (186,455
                )





See notes
to consolidated financial statements.


F-7


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS


YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007





2009
                
                
                2008
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                
                $
                74,397
                
                
                $
                (531,967
                )
                
                $
                608,882Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activitiesDepreciation
      and amortization
                
                
                424,331
                
                
                
                1,193,542
                
                
                
                21,715Increase
      in mortgage escrow deposits
                
                
                (52,924
                )
                
                
                (32,774
                )
                
                
                (51,254
                )Decrease
      (increase) in tenant security deposits
                
                
                131,588
                
                
                
                (22,215
                )
                
                
                (46,232
                )Decrease
      in accounts receivable
                
                
                3,662
                
                
                
                2,016
                
                
                
                25,037Decrease
      (increase) in prepaid expenses
                
                
                (24,770
                )
                
                
                (19,492
                )
                
                
                3,903Increase
      (decrease) in accounts payable and accrued expenses
                
                
                10,213
                
                
                
                2,861
                
                
                
                (60,345
                )Increase
      (decrease) in tenant security deposits payable
                
                
                (67,106
                )
                
                
                2,202
                
                
                
                (302
                )Decrease
      in due to general partners and affiliates
                
                
                
                
                
                
                
                
                
                
                (42,397
                )Net
      cash provided by operating activities
                
                
                499,391
                
                
                
                593,873
                
                
                
                459,007CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of property and equipment
                
                
                (132,684
                )
                
                
                (130,645
                )Net
      cash used in investing activities
                
                
                (132,684
                )
                
                
                (130,645
                )CASH
      FLOWS FROM FINANCING ACTIVITIESMortgage
      principal payments
                
                
                (234,589
                )
                
                
                (220,763
                )
                
                
                (207,752
                )Distributions
      to noncontrolling interest
                
                
                (185,585
                )
                
                
                (3,301
                )
                
                
                (30,555
                )Distributions
      to partners
                
                
                (644,474
                )
                
                
                (492,185
                )
                
                
                (356,540
                )Net
      cash used in financing activities
                
                
                (1,064,648
                )
                
                
                (716,249
                )
                
                
                (594,847
                )NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                
                
                (697,941
                )
                
                
                (253,021
                )
                
                
                (135,840
                )Cash
      and cash equivalents at beginning of year
                
                
                1,495,589
                
                
                
                1,748,610
                
                
                
                1,884,450CASH
      AND CASH EQUIVALENTS AT END OF YEAR
                
                $
                797,648
                
                
                $
                1,495,589
                
                
                $
                1,748,610SIGNIFICANT
      NONCASH INVESTING AND FINANCING ACTIVITIES AND SUPPLEMENTAL
      INFORMATIONFinancial
      expenses paid
                
                $
                540,540
                
                
                $
                555,211
                
                
                $
                568,992





—continued—


F-8


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS - CONTINUED


YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007





2009
                          
                          2008
                          
                          2007CASH
      FLOWS FROM DISCONTINUED OPERATIONSNet
      cash used in operating activities
                          
                          
                          
                          
                          
                          $
                          (18,128
                          )Net
      cash used in financing activities
                          
                          
                          
                          
                          
                          $
                          (109,004
                          )





The
amounts reflected above under cash flows from discontinued operations are
included in the consolidated statements of cash flows as presented on page
F-8.





See notes
to consolidated financial statements.


F-9




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2009, 2008 AND 2007





Note
1 - Organization and Summary of Significant Accounting Policies





Secured
Income L.P. (the "Partnership"), was formed on October 10, 1986 under the
Revised Uniform Limited Partnership Act of the State of Delaware for the purpose
of acquiring real estate limited partner interests.  The Partnership
filed a Form S-11 registration statement with the Securities and Exchange
Commission effective March 5, 1987 covering an offering of up to 2,500,000
limited partnership units at $20 per unit.  The admission of limited
partners (the “Limited Partners”) occurred on October 9, 1987 (commencement of
operations), December 18, 1987 and April 12, 1988.





Carrollton
X Associates Limited Partnership ("Carrollton") was organized under the laws of
the District of Columbia on December 18, 1985 for the purpose of constructing
and operating a residential rental apartment complex and related facilities
under Section 221(d) 4 of the National Housing Act.  The Partnership
acquired a 98.9% limited partner interest in Carrollton in October
1987.  The complex consists of 252 units located in Frederick,
Maryland and operates under the name of Fieldpointe Apartments
(“Fieldpointe”).





Columbia
Westmont Associates, L.P., formerly Columbia Associates ("Columbia") was formed
as a limited partnership on February 6, 1985 to acquire an interest in real
property located in New York, New York and to construct and operate thereon a
163 unit apartment complex which also includes a parking garage and
approximately 9,400 square feet of commercial space.  The Partnership
acquired a 98.9% limited partner interest in Columbia in December
1988.  The complex operated under the name of The
Westmont.  Columbia sold The Westmont in July 2006; residual results
of operations are reflected in the accompanying consolidated statement of
operations for the year ended December 31, 2007 as loss from discontinued
operations (see Note 6).





Columbia
and Carrollton are referred to collectively as the “Operating
Partnerships.”  Carrollton has an underlying mortgage that qualifies
for tax-exempt financing as a result of restricting at least 20% of its
apartment units for low to moderate income tenants as defined in applicable
guidelines.  Columbia’s mortgages also had such qualifications and
restrictions.





Between
mid 2006 and mid 2007, on three separate occasions with three different
potential buyers, Carrollton reached agreements to sell Fieldpointe at gross
prices (before brokerage commissions and other selling costs) ranging from
$25,500,000 to $27,100,000; however, on each occasion, the purchaser did not
consummate the transaction.  More recently, in order to facilitate a
sale of Fieldpointe, Carrollton’s general partners obtained a Phase I
environmental report, an updated survey, title commitment and an independent
appraisal of Fieldpointe in contemplation of providing a due diligence package
to prospective purchasers.  Carrollton also retained a national third
party brokerage firm. As of December 31, 2009, approximately eight non-binding
written offers to purchase Fieldpointe have been received; a number of such
offers are in the range of, or exceeding, $20,000,000.  Management
considered the offers to be inadequate and, in one case, rejected the offer
because it came from one of the prior potential purchasers that previously did
not consummate the transaction after an agreement was
reached.  Fieldpointe remains on the market for sale; however, given
the current real estate markets, the Carrollton general partners believe the
likelihood that an acceptable offer might be received in the near term is not
probable.  At this time, it remains management’s intention to sell
Fieldpointe; however, the Carrollton general partners cannot accurately predict
the near term direction of the real estate markets, and there can be no
assurance that an acceptable offer will be received or that a sale will be
consummated.  As a result, and in accordance with the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 360; Subtopic 10, the property and equipment of Carrollton is classified
as held and used in the accompanying consolidated balance sheets and
Carrollton’s results of operations are classified as continuing operations in
the accompanying consolidated statements of operations.  The
cumulative depreciation for the period during which the property and equipment
of Carrollton was classified as held for sale has been recorded as expense in
the year ended December 31, 2008 (see Note 2).  There was no
depreciation expense recorded for the year ended December 31, 2007.





Principles of
Consolidation





The
consolidated financial statements include the assets, liabilities and results of
operations that relate to the business of the Partnership, Carrollton and
Columbia.  All significant inter-partnership balances and transactions
have been eliminated in consolidation.  A general partner and special
limited partner noncontrolling interest of 1.1% is held in each of the Operating
Partnerships.




F -
10




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007





Note
1 - Organization and Summary of Significant Accounting Policies
(continued)





Fair Value
Measurement





ASC Topic
820 defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value measurements. Accordingly, ASC
Topic 820 does not require any new fair value measurements.  ASC Topic
820 is effective for fiscal years beginning after November 15,
2007.  The Partnership adopted ASC Topic 820 effective January 1,
2008.  On February 6, 2008 FASB deferred the effective date of ASC
Topic 820 by one year for nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis.  The partial adoption of ASC Topic 820 for
financial assets and liabilities did not have a material impact on the
Partnership’s consolidated financial position, results of operations or cash
flows.  The Partnership adopted ASC Topic 820 as of January 1,
2008, with the exception of the application of this topic to nonrecurring
nonfinancial assets and nonfinancial liabilities.  Nonrecurring
nonfinancial assets and liabilities for which the Partnership had not applied
the provisions of ASC Topic 820 include property and equipment and intangible
assets measured at fair value for impairment testing.  The
Partnership’s full adoption of ASC Topic 820 as of January 1, 2009 did not have
an impact on its consolidated financial statements.





ASC Topic
820 establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value.  These tiers include: Level 1, defined
as observable inputs such as quoted prices in active markets for identical
assets or liabilities; Level 2, defined as inputs other than quoted prices for
similar assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at historical cost which approximates fair value on a
recurring basis as of December 31, 2009 include cash and cash equivalents of
$797,648, mortgage escrow deposits of $758,880 and tenant security deposits of
$63,022 as reflected in the accompanying consolidated balance
sheet.  These assets are carried at historical cost which approximates
fair value based on quoted market prices for identical securities (Level 1
inputs).





Property, Equipment and
Depreciation





Land,
buildings and improvements are carried at the lower of cost or net realizable
value.  Net realizable value represents the net cash flow necessary to
recover costs exclusive of debt service.  Depreciation is provided for
in amounts sufficient to relate the cost of buildings and improvements to
operations over their estimated service lives by use of the straight-line method
over a 25-year life.  Personal property is carried at cost and is
being depreciated over its estimated service life of 7 years using the
straight-line method.  Improvements are capitalized, while
expenditures for maintenance and repairs are charged to expense as
incurred.  Upon disposal of depreciable property, the appropriate
property accounts are reduced by the related costs and accumulated depreciation
and the resulting gains or losses are reflected in the consolidated statements
of operations.





Impairment of Long-Lived
Assets





In
accordance with ASC Topic 360; Subtopic 10, long-lived assets, primarily
property and equipment, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets might not be
recoverable. Conditions that would necessitate an impairment assessment include
a significant decline in the observable market value of an asset, a significant
change in the extent or manner in which an asset is used, or a significant
adverse change that would indicate that the carrying amount of an asset or group
of assets is not recoverable.  For long-lived assets, the Partnership
recognizes an impairment loss only if its carrying amount is not recoverable
through its undiscounted cash flows and measures the impairment loss based on
the difference between the carrying amount and estimated fair
value.  No such adjustment for impairment losses has been required
during the three year period ended December 31, 2009.





Cash and Cash
Equivalents





The
Partnership considers all highly liquid investments with an original maturity of
three months or less at the date of acquisition to be cash
equivalents.




F -
11




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007





Note
1 - Organization and Summary of Significant Accounting Policies
(continued)




Accounts Receivable and Bad
Debts
 
 Tenant
receivables are charged to bad debt expense when they are determined to be
uncollectible based upon a periodic review of the accounts by
management.  Accounting principles generally accepted in the United
States of America require that the allowance method be used to recognize bad
debts; however, the effect of using the direct write-off method is not
materially different from the results that would have been obtained under the
allowance method.


Intangible Assets and
Amortization





Mortgage
costs are amortized over the term of the loan using the effective interest
method.  GAAP requires that the effective yield method be used to
amortize such costs; however, the effect of using the straight-line method is
not materially different from the results that would have been obtained under
the effective yield method.  Acquisition fees are amortized over
twenty-five years using the straight-line method. Estimated amortization expense
for each of the next five years following December 31, 2009 is $21,715 per
year.





Leases





Tenant
leases are treated as operating leases.  Rental revenue is reported
when earned and amounts received in advance are deferred until
earned.




Advertising
Costs





Advertising
costs are expensed as incurred.




Income
Taxes





The
Partnership is a pass-through entity for income tax purposes and, as such, is
not subject to income taxes. Rather, all items of taxable income and deductions
are passed through to and are reported by its owners on their respective income
tax returns.  The Partnership's federal tax status as a pass-through
entity is based on its legal status as a partnership. Accordingly, the
Partnership is not required to take any tax positions in order to qualify as a
pass-through entity.  The Partnership is required to file and does
file tax returns with the Internal Revenue Service and other taxing
authorities.  Accordingly, these consolidated financial statements do
not reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.  In accordance with
ASC Topic 740; Subtopic 10, the Partnership has included in Note 11 disclosures
related to differences in the financial and tax bases of
accounting.





ASC Topic
740; Subtopic 10 requires all taxpayers to analyze all material positions they
have taken or plan to take in all tax returns that have been filed or should
have been filed with all taxing authorities for all years still subject to
challenge by those taxing authorities.  If the position taken is
“more-likely-than-not” to be sustained by the taxing authority on its technical
merits and if there is more than a 50% likelihood that the position would be
sustained if challenged and considered by the highest court in the relevant
jurisdiction, the tax consequences of that position should be reflected in the
taxpayer’s GAAP financial statements.  Because the Partnership is a
pass-through entity and is not required to pay income taxes, ASC Topic 740;
Subtopic 10 does not currently have any impact on its consolidated financial
statements.





Net Income (Loss) per Unit
of Limited Partnership Interest





Net
income (loss) per unit of limited partnership interest is calculated based upon
the weighted average number of units outstanding, 984,369 for each of the years
2009, 2008 and 2007.  Losses are allocated to the Limited Partners
until such time as the Limited Partners' equity reaches zero as a result of loss
allocations.







F -
12




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007





Note
1 - Organization and Summary of Significant Accounting Policies
(continued)




Use of
Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.
 
 Reclassifications
 
 Certain
prior year balances have been reclassified in order to conform to the current
year presentation.


Recent Accounting
Pronouncements





ASC Topic
810 replaces the concept of minority interest with noncontrolling interests in
subsidiaries.  Noncontrolling interests will now be reported as a
component of equity in the consolidated statement of financial
position.  Earnings attributable to noncontrolling interests will
continue to be reported as a part of consolidated earnings; however, ASC Topic
810 requires that income attributable to both controlling and noncontrolling
interests be presented separately on the face of the consolidated income
statement.  In addition, ASC Topic 810 provides that when losses
attributable to noncontrolling interests exceed the noncontrolling interest’s
basis, losses continue to be attributed to the noncontrolling interest as
opposed to being absorbed by the consolidating entity.  ASC Topic 810
requires retroactive adoption of the presentation and disclosure requirements
for existing minority interests.  All other requirements of ASC Topic
810 shall be applied prospectively.  ASC Topic 810 is effective for
the first annual reporting period beginning on or after December 15, 2008. The
Partnership has adopted ASC Topic 810 as of and for the year ended December 31,
2009.  Accordingly, the Partnership has reflected the noncontrolling
interest separately in the accompanying consolidated balance sheets, statements
of operations and statements of partners’ equity (deficit).





ASC Topic
825; Subtopic 10 requires disclosure about the method and significant
assumptions used to establish the fair value of financial instruments for
interim reporting periods as well as annual statements.  ASC Topic
825; Subtopic 10 is effective for the Partnership as of June 30, 2009 and its
adoption did not impact the Partnership’s consolidated financial condition or
results of operations.





In May
2009, FASB issued guidance regarding subsequent events, which was subsequently
updated in February 2010. This guidance established general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 30, 2009. The adoption did not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the consolidated financial
statements.  In February 2010, FASB amended its guidance on subsequent
events to remove the requirement to disclose the date through which an entity
has evaluated subsequent events, alleviating conflicts with current SEC
guidance. This amendment was effective immediately and therefore the Partnership
did not include the disclosure in these notes to the consolidated financial
statements.





F -
13




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007




Note
2 - Property and Equipment
 
 Property
and equipment as of December 31, 2009 and 2008 is summarized as
follows:
 
 2009
                    
                    
                    2008Land
                    
                    $
                    1,226,061
                    
                    
                    $
                    1,226,061Buildings
      and improvements
                    
                    
                    10,006,778
                    
                    
                    
                    9,874,094Furniture
      and equipment
                    
                    
                    1,154,711
                    
                    
                    
                    1,154,71112,387,550
                    
                    
                    
                    12,254,866Less
      accumulated depreciation
                    
                    
                    9,683,411
                    
                    
                    
                    9,280,795$
                    2,704,139
                    
                    
                    $
                    2,974,071
 
 Depreciation
expense for the years ended December 31, 2009 and 2008 was $402,616 and
$1,171,827, respectively.  The 2008 expense represents the cumulative
depreciation for the three year period ended December 31, 2008.  There
was no depreciation expense recorded for the years ended December 31, 2007 and
2006 due to the property and equipment of Carrollton being classified as held
for sale as of December 31, 2006 and 2005 (see Note 1).  Depreciation
expense attributable to the year ended December 31, 2008 was
$392,351.


Note
3 - Intangible Assets





Intangible
assets as of December 31, 2009 and 2008 is summarized as follows:





2009
                  
                  
                  2008Acquisition
      fees
                  
                  $
                  156,100
                  
                  
                  $
                  156,100Mortgage
      costs
                  
                  
                  624,486
                  
                  
                  
                  624,486780,586
                  
                  
                  
                  780,586Less
      accumulated amortization
                  
                  
                  498,709
                  
                  
                  
                  476,994$
                  281,877
                  
                  
                  $
                  303,592





Amortization
expense for each of the years ended December 31, 2009, 2008 and 2007 was
$21,715.





Note
4 - Mortgage Escrow Deposits





Mortgage
escrow deposits (see Note 5) as of December 31, 2009 and 2008 represent escrows
held by Carrollton’s mortgage lender in the amount of $758,880 and $705,956,
respectively.





Note
5 - Mortgage Payable





Carrollton
is obligated under the terms of a note in the original amount of $10,494,100,
which note was financed through tax exempt revenue bonds issued by the City of
Frederick, Maryland and is insured by the Federal Housing Administration
(“FHA”), an organizational unit within the United States Department of Housing
and Urban Development (“HUD”), pursuant to Section 221(d)(4) of the National
Housing Act of 1934, as amended..  The note bears interest at 6.09%
with monthly payments of principal and interest of $60,900 due through maturity
in February 2028.  The note is collateralized by the underlying value
of the real estate plus other amounts on deposit with the lender (see Note
4).  Pursuant to agreements, Carrollton is required to make monthly
escrow deposits for taxes, insurance and replacement of project assets, and is
subject to restrictions as to operating policies, rental charges, operating
expenditures and distributions to partners.  The balance of the
mortgage payable as of December 31, 2009 and 2008 is $8,019,780 and $8,254,369,
respectively.




F -
14




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007




Note
5 - Mortgage Payable (continued)


Aggregate
annual maturities of the mortgage for each of the next five years and thereafter
are as follows:
 
 2010
                    
                    $
                    249,2812011
                    
                    
                    264,8932012
                    
                    
                    281,4832013
                    
                    
                    299,1122014
                    
                    
                    317,845Thereafter
                    
                    
                    6,607,166$
                    8,019,780


Note
6 - Discontinued Operations





Discontinued
operations attributable to Columbia as reflected in the accompanying
consolidated statement of operations for the year ended December 31, 2007 is
summarized as follows:





RevenueOther
                      
                      $
                      8,191ExpensesAdministration
      and management
                      
                      
                      26,913Taxes
      and insurance
                      
                      
                      27,553Total
      Expenses
                      
                      
                      54,466Loss
      from Discontinued Operations
                      
                      $
                      (46,275
                      )





Note
7 - Transactions with Affiliates





The
management agent for Fieldpointe is an affiliate of two of the General Partners
and one of Carrollton’s general partners.  The management agent is
entitled to property management fees equal to 4% of residential income
collected.  In addition, the management agent is entitled to a
reporting fee of $5 per unit per month for bookkeeping and reporting
services.  The maximum annual management and reporting fees may not
exceed 5% of gross collections.  Such fees of $114,616, $120,532 and
$119,727 were charged to operations for the years ended December 31, 2009, 2008
and 2007, respectively.





An
affiliate of two of the General Partners provides investor services for which it
receives an amount equal to .5% of the gross proceeds from the offering of
Partnership units; the Partnership incurred $98,437 for each of the three years
ended December 31, 2009.  Accrued investor service fees of $18,365 as
of December 31, 2009 and 2008 are reflected as due to general partners and
affiliates in the accompanying consolidated balance sheets.





The
noncontrolling interest owners in Columbia were due $27,254 as of December 31,
2006 in connection with the sale of The Westmont.  Such amount was
paid during the year ended December 31, 2007.  In addition, when the
sales proceeds were distributed by Columbia, $2,371 that should have been
distributed to Columbia’s special limited partner, which entity is also a
General Partner, was distributed to the Partnership.  Such amount was
paid to such General Partner during the year ended December 31,
2007.




F -
15




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007




Note
8 - Partners' Equity (Deficit)
  Partnership
Allocation
  Profits
and losses of the Partnership are allocated 1% and 99% to the General Partners
and Limited Partners, respectively, until such time as the Limited Partners'
capital reaches zero as a result of loss allocations, after which all losses are
allocated to the General Partners.


Partnership
Distributions




In
accordance with the respective partnership agreements, to the extent that
Carrollton and Columbia generated net operating cash flow in any year at a level
sufficient, when distributed to the Partnership, to enable the Partnership to
satisfy the allocable portion of the Limited Partners' 8% preferred return for
such year without utilizing amounts generated from guaranteed investment
contracts (the last of which matured in January 1998), the excess amounts
generated from the guaranteed investment contracts would be paid or distributed
to the general partners of Carrollton and/or Columbia, whichever generated such
level of operating cash flow.  No such excess distributions were
generated during the term of the guaranteed investment contract
periods.  The distributions in connection with the sale of The
Westmont included a full return of Unit holders’ invested capital, originally
$20.00 per Unit, and an additional distribution made on April 4, 2007 resulted
in the Limited Partners being paid at an annualized rate of 8% through August 4,
2006, the date Unit holders received the return of their invested
capital.  The Partnership made distributions of approximately $0.50
per Unit on July 25, 2008 to Unit holders of record as of June 30, 2008 and on
July 21, 2009 Unit to Unit holders of record as of June 30, 2009.  The
distributions to the Limited Partners reflected in the accompanying consolidated
financial statements as of and for the years ended December 31, 2009 and 2007
include withholding taxes paid by the Partnership to the State of Maryland on
behalf of the Limited Partners of approximately $.04 per Unit and $.03 per Unit,
respectively.  The distributions to the General Partners reflected in
the accompanying consolidated financial statements include distributions to the
Partnership’s general partners and amounts distributed by Carrollton to its
general partners.





Note
9 - Commitments and Contingencies





Lender Restrictions and
Requirements





Carrollton
is subject to various financing requirements and restrictions, including (i) the
rental of not less than 20% of the dwelling units to individuals or families who
qualify as low or moderate income tenants; (ii) restrictions on the sale of the
apartment complex; and (iii) restrictions on the amount of cash flow which may
be distributed to its partners.





Concentration of Credit
Risk





As of
December 31, 2009, the Partnership and Carrollton have a combined total of
$860,670 of cash and cash equivalents and tenant security
deposits.  Of such amount, $73,202 is held in accounts at financial
institutions in which the aggregate amount on deposit at each institution is
insured up to $250,000 by the Federal Deposit Insurance Corporation
(“FDIC”).  The entire amount is FDIC insured as of December 31,
2009.  $785,367 is held in accounts at financial institutions in which
such amounts are invested in a portfolio of securities that are direct
obligations of the U.S. Treasury and are backed by the full faith and credit of
the United States of America.  $2,101 is held in a financial
institution insured by the Securities Investor Protection Corporation
(“SIPC”).  The account that is covered by SIPC insurance has coverage
which is limited to $500,000; while SIPC provides insurance for funds which are
misappropriated, it does not insure amounts which may be lost as a result of
changes in market conditions.





Carrollton’s
principal asset is a 252-unit apartment complex.  Carrollton’s
operations are concentrated in the multifamily real estate market and it
operates in a heavily regulated environment. The operations of Carrollton are
subject to the administrative directives, rules and regulations of federal
agencies, including, but not limited to, HUD.  Such administrative
directives, rules and regulations are subject to change by an act of Congress or
an administrative change mandated by HUD.  Such changes may occur with
little notice or inadequate funding to pay for the related cost, including the
additional administrative burden, to comply with a change.




F -
16




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2009, 2008 AND 2007





Note
10 - Fair Value of Financial Instruments





The
estimated fair value of amounts has been determined using available market
information, assumptions, estimates and valuation methodologies.





Cash and Cash Equivalents,
Mortgage Escrow Deposits and Tenant Security Deposits





The
carrying amount approximates fair value.





Accounts
Receivable





The
carrying amount approximates fair value due to the short-term nature of the
receivable.





The
estimated fair values of the Partnership’s other financial instruments as of
December 31, 2009 and 2008 are disclosed elsewhere in the consolidated financial
statements.





Note
11 - Reconciliation of Financial Statement Income (Loss) to Taxable Income
(Loss)





A
reconciliation of the financial statement net income (loss) to the income tax
income (loss) of the Partnership for the years ended December 31, 2009, 2008 and
2007 is as follows:





2009
                          
                          
                          2008
                          
                          
                          2007Financial
      statement net income (loss)
                          
                          $
                          74,397
                          
                          
                          $
                          (531,967
                          )
                          
                          $
                          608,882Difference
      in gain on sale of property/write-off of remaining investment balance in
      Columbia
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (1,531,210
                          )Depreciation
      recorded for tax purposes after cessation of depreciation for financial
      reporting
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (21,799
                          )Excess
      depreciation for financial reporting purposes due to purchase accounting
      treatment, net of excess tax depreciation resulting from a step-up in
      basis (including adjustment described in Note 2)
                          
                          
                          279,050
                          
                          
                          
                          1,114,665
                          
                          
                          
                          (34,656
                          )Deferred
      revenue
                          
                          
                          3,562
                          
                          
                          
                          (2,564
                          )
                          
                          
                          —Payment
      of related party expense items not deductible until paid for tax purposes
      under Internal Revenue Code Section 267
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (40,036
                          )Amounts
      allocated to other partners of Carrollton and Columbia and
      other
                          
                          
                          (43,708
                          )
                          
                          
                          5,867
                          
                          
                          
                          (11,056
                          )Tax
      return income (loss)
                          
                          $
                          313,101
                          
                          
                          $
                          586,001
                          
                          
                          $
                          (1,029,875
                          )