UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549






FORM 10-K/A


Amendment
No. 1







(Mark
      One)x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2007oro
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934




For
the transition period from
            
to




Commission
file number 0-17412





Secured
Income L.P.


(Exact
name of registrant as specified in its charter)




Delaware
            
            06-1185846(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)




Wilder
      Richman Resources Corporation
              340
      Pemberwick Road
              Greenwich,
      Connecticut
            
            06831(Address
      of principal executive offices)
            
            (Zip
      code)





(203)
869-0900


(Registrant’s
telephone number, including area code)




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 o    No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o    No x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x    No o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-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.
(Check one):




Large
      accelerated filer   o
            
            Accelerated
      filer   o
            
            Non-accelerated
      filer   oSmaller
      Reporting Company   x




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




The
aggregate sales price of the units of limited partnership interests held by
non-affiliates of the Registrant is $19,687,380.  There is currently
no public market for the units of limited partnership interest and, accordingly,
such figure does not represent the market value for the units.  There
are 984,369 Units outstanding.




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.













EXPLANATORY
NOTE







Secured
Income L.P. (the “Company”) is filing this Amendment on Form 10-K/A which amends
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as
initially filed with the Securities and Exchange Commission on April 15, 2008
(the “Initial Filing”), to reflect the re-filing of the certifications contained
in Exhibits 31.1 and 31.2 required by Section 302 of the Sarbanes-Oxley Act of
2002, which inadvertently omitted certain required information not previously
required to be contained in the Section 302 Certifications.  No other
changes are being made to the Original Filing.























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 15th day of July 2008.




SECURED INCOME
      L.P.By:Wilder Richman Resources
      Corporation,
              General
      PartnerBy:
      /s/
      Richard Paul RichmanRichard
      Paul Richman -
              Chief
      Executive OfficerBy:
      /s/ Neal
      LudekeNeal
      Ludeke -
              Chief
      Financial Officer




By:WRC-87A
      Corporation, General PartnerBy:
      /s/ Richard Paul
      RichmanRichard
      Paul Richman -
              Executive
      Vice President and Treasurer