**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, 2006**


OR





o
                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
                Corporation****340
                Pemberwick
                Road****Greenwich,
                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**(Title
                of each Class)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 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 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, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.





Large
      Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x





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





The
      aggregate sales price of the units of limited partnership interest 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.








**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, a Delaware corporation.





Registrant
      was organized to invest in multi-family residential housing complexes (the
      "Complexes") by acquiring approximately 99% of the limited partnership 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 (the "Carrollton Partnership"),
      which owns Fieldpointe Apartments (“Fieldpointe”), and Columbia Westmont
      Associates, L.P., formerly Columbia Associates (the "Columbia Partnership"),
      which owned The Westmont. The Columbia Partnership sold The Westmont in July
      2006. WRC-87A Corporation 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
      description of Registrant's business set forth under the heading "Investment
      Objectives and Policies" at pages 20 through 30 of the prospectus, dated March
      5, 1987 (the "Prospectus"), is incorporated herein by reference.





Pursuant
      to Registrant’s Prospectus, as supplemented on October 2, 1987, December 15,
      1987 and March 29, 1988, 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 and 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 investments in the Operating Partnerships (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 engaged solely in the business of owning a limited partnership interest
      in
      each of the Operating Partnerships. 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. See discussion below in Item
      1A.





Compliance
      with Environmental Protection Provisions





Registrant
      is not aware of any non-compliance by the Operating Partnerships 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.





2




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.





Tax
      Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
      Act
      of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
      Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
      Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
      Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
      Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
      Act of 2001, Job Creation and Worker Assistance Act of 2002, Jobs and Growth
      Tax
      Relief Reconciliation Act of 2003 and American Jobs Creation Act of 2004
      (collectively the "Tax Acts")





Registrant
      is organized as a limited partnership and is a "pass through" tax entity which
      does not, itself, pay federal income tax. However, the partners of Registrant
      that are subject to federal income tax may be affected by the Tax Acts.
      Registrant will consider the effect of certain aspects of the Tax Acts on the
      partners when making decisions regarding its investments. Registrant does not
      anticipate that the Tax Acts will currently have a material adverse impact
      on
      Registrant's business operations, capital resources and plans or
      liquidity.




**Item
      1A**  **Risk
      Factors**





Risks
      of Real Estate Investments and High Leverage





Registrant’s
      investment in the Carrollton Partnership is subject to the risks associated
      with
      multi-family rental property and real estate in general. Factors which may
      affect Registrant are subject to change and not in the control of Registrant.
      Those factors include adverse use of adjacent or neighborhood real estate,
      changes in the demand for or supply of competing properties, changes in state
      or
      local tax rates and assessments, increases in utility charges, unexpected
      expenditures for repairs and maintenance, changes in local economic conditions,
      changes in interest rates and the availability of financing. The occurrence
      of
      any of the foregoing risks could have a negative impact on the operating results
      of Fieldpointe and, in turn, may render the sale or refinancing of Fieldpointe
      difficult or unattractive.





Registrant’s
      investment in the Carrollton Partnership is highly leveraged. To the extent
      that
      revenues are not sufficient to meet operating expenses and service the mortgage
      of Fieldpointe, the Carrollton Partnership would be required to use reserves
      and
      any other funds available to avoid foreclosure of the subject Property. There
      can be no assurance that additional funds would be available to the Carrollton
      Partnership or Registrant, if needed. In addition, there can be no assurance
      that, when Fieldpointe is sold, that the proceeds from a sale will be sufficient
      to pay the balance due on the mortgage loan or any other outstanding
      indebtedness to which Fieldpointe is subject.





Lack
      of Geographic Diversity and Acts of Terrorism





As
      a
      result of potential economic changes in the Northeast region, the financial
      condition of the Carrollton Partnership and its ability to satisfy operating
      costs and debt service and make cash flow distributions could be materially
      affected.





The
      events of September 11, 2001 have increased the risk that the operations of
      the
      Property may be adversely impacted as a result of the effect of these events
      on
      the economy in general and because the Property is located near Washington,
      D.C.





Risks
      Relating to Ownership of Units of Limited Partnership Interest of
      Registrant





There
      is
      no trading market for Units and there are no assurances that any market will
      develop. In addition, the Units may be transferred only if certain requirements
      are satisfied, including requirements that such transfer would not impair
      Registrant’s tax status for federal income tax purposes and would not be a
      violation of federal or state securities laws. Accordingly, limited partners
      may
      not be able to sell their Units promptly and bear the economic risk of their
      investment for an indefinite period of time.





At
      some
      point, Registrant’s operations (including the sale or refinancing of
      Fieldpointe) may generate less cash flow than taxable income, and the income,
      as
      well as the income taxes payable with respect to Registrant’s taxable income,
      may exceed cash flow available for distribution to the limited partners in
      such
      years. This may result in an out-of-pocket tax cost to the limited partners.
      In
      addition, a limited partner may experience taxable gain on disposition of Units
      or upon a disposition of Fieldpoint even though no cash is realized on the
      disposition; in such circumstances, the limited partners may experience an
      out-of -pocket tax cost.





3





**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 interest as a limited partner in the Carrollton Partnership 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 financing of the Carrollton Partnership 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 United States
      Department of Housing and Urban Development ("HUD") under Section 221(d)(4)
      of
      the National Housing Act, as amended. Under the terms of the financing, 80%
      of
      the units are permitted market rate rents and 20% of the 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 97% as of December 31, 2006.





The
      Westmont, which was owned by the Columbia Partnership, contains 163 apartment
      units, 9,415 square feet of commercial space, 46 garage parking spaces, and
      a
      penthouse with an exercise center and health club which offers exercise
      equipment, steam room, sauna, jacuzzi and a large terrace. The apartments
      feature numerous luxury amenities, including security systems, microwave ovens,
      dishwashers and hardwood floors.





Registrant
      acquired its interest as a limited partner in the Columbia Partnership 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 Partnership acquisition), $5,921,104
      was contributed upon Registrant’s acquisition of the Operating Partnership
      Interest in the Columbia Partnership and $1,039,851 was contributed to the
      Columbia Partnership upon the achievement of sustaining rental
      revenue.





The
      Columbia Partnership’s mortgages were refinanced in June 2000. The first
      mortgage, in the amount of $24.2 million, was subject to interest based on
      a
      variable low floater index with credit enhancement provided by the Federal
      Home
      Loan Mortgage Corporation (“Freddie Mac”) and was scheduled to mature in July
      2030. The second mortgage, in the original amount of $8.55 million and payable
      to Freddie Mac, was subject to fixed interest at 8.07% and was scheduled to
      mature in July 2015. Under the terms of the refinancing, 20% of the residential
      units in The Westmont were to be maintained for occupancy by low or moderate
      income tenants through February 2009.




4




As
      of
      December 31, 2006, the market rental rates of Fieldpointe were approximately
      as
      follows:





Monthly
                Rental Rates:One-Bedroom
            
            
            $785
                  - $810Two-Bedroom
            
            
            $840
                  - $950Three-Bedroom
            
            
            $1,040
                  - $1,100





The
      low
      and moderate income rental rates as of December 31, 2006 for Fieldpointe fall
      within the ranges noted above.





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





**Item
      3**  **Legal
      Proceedings**





Registrant
      is not aware of any material legal proceedings.





**Item
      4**  **Submission
      of Matters to a Vote of Security Holders**





None.




5


**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, 2006, there were approximately 535 record holders of Units (the
      "Limited Partners") holding an aggregate of 984,369 Units in the
      Partnership.





Distributions





The
      Agreement of Limited Partnership of Registrant (the "Partnership Agreement")
      provides that all Cash Available for Distribution (as defined therein) be
      distributed quarterly to the partners in specified proportions. In May 2006
      and
      July 2006, Registrant made distributions of approximately 8% annualized to
      Unit
      holders of record as of March 31, 2006 and June 30, 2006, respectively. In
      connection with the sale of The Westmont, Registrant distributed a total of
      $42.10 per Unit in August 2006 and December 2006 to Unit holders of record
      as of
      July 14, 2006. The December 2006 distribution represents estimated New York
      State taxes that had previously been withheld from the August 2006 distribution.
      Because the distributions in connection with the sale of The Westmont included
      a
      full return of Unit holders’ invested capital, originally $20.00 per Unit,
      quarterly cash distributions were paid at an annualized rate of 8% through
      August 4, 2006, the date Unit holders received the return of their invested
      capital. On or about April 4, 2007, Registrant made a distribution to Unit
      holders of record as of December 31, 2006 that included the 8% annualized return
      from July 1, 2006 through August 4, 2006, the final distribution received by
      Registrant in connection with the sale of The Westmont and the remainder of
      the
      cash distribution received from the Carrollton Partnership in 2006. At this
      time, Registrant does not intend to make any further quarterly cash
      distributions, but may reconsider this position depending upon future events.
      Including a distribution made to the Unit holders in April 2006, Registrant
      made
      a distribution to the limited partners of approximately 8% for each of the
      years
      ended December 31, 2005 and 2004.





Recent
      Sales of Unregistered Securities





None




6


**Item
      6**  **Selected
      Financial Data**





The
      following table summarizes certain selected consolidated financial information
      concerning Registrant and should be read in conjunction with the consolidated
      financial statements and the related notes thereto:




Year
                Ended December 31,2006
            
            2005
            
            2004
            
            2003
            
            2002Total
                revenue
            
            $
            6,209,900
            
            $
            8,628,104
            
            $
            8,315,530
            
            $
            8,553,640
            
            $
            8,437,933Net
                income
            
            
            58,199,517
            *
            
            532,665
            
            
            388,036
            
            
            978,278
            
            
            1,109,393Net
                income allocated per unit of limited partnership interest
            
            
            58.53
            
            
            .54
            
            
            .39
            
            
            .98
            
            
            .78Income
                (loss) from continuing operations
            
            
            86,322
            
            
            (138,422
            )
            
            (88,261
            )
            
            (60,954
            )
            
            (3,739
            )Net
                income (loss) from continuing operations allocated per unit of limited
                partnership interest
            
            
            .09
            
            
            (.14
            )
            
            (.09
            )
            
            (.06
            )
            
            —Distributions
                to limited partners
            
            
            42,623,178
            
            
            1,574,990
            
            
            1,574,990
            
            
            1,574,990
            
            
            1,574,990At
                year end:Total
                assets
            
            
            7,199,673
            
            
            25,797,349
            
            
            27,502,890
            
            
            29,478,485
            
            
            30,984,345Mortgages
                payable
            
            
            8,682,884
            
            
            39,634,862
            
            
            40,255,090
            
            
            40,830,762
            
            
            41,365,120





*Includes
      income from discontinued operations including the gain on sale of The Westmont
      (see Note 2 in Item 8 - Financial
      Statements and Supplementary Data) .





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





**Liquidity
      and Capital Resources**





In
      July
      2006, the Columbia Partnership sold The Westmont to a New York Stock Exchange
      limited real estate investment trust for a price of $87,750,000. Registrant
      received distributions totaling $45,216,246 in July 2006 and an additional
      $81,750 in the first quarter of 2007, which represents Registrant’s share of the
      sales proceeds after retirement of certain mortgage obligations, payment of
      expenses and distributions to the general partners of the Columbia Partnership.
      In May 2006 and July 2006, Registrant made distributions of approximately 8%
      annualized to Unit holders of record as of March 31, 2006 and June 30, 2006,
      respectively. In connection with the sale of The Westmont, Registrant
      distributed an aggregate of $42.10 per Unit in August 2006 and December 2006
      to
      the Unit holders of record as of July 14, 2006. Because the distributions in
      connection with the sale of The Westmont included a full return of Unit holders’
invested capital, originally $20.00 per Unit, quarterly cash distributions
      were
      paid at an annualized rate of 8% through August 4, 2006, the date Unit holders
      received the return of their invested capital. On or about April 4, 2007,
      Registrant made a distribution to Unit holders of record as of December 31,
      2006
      that included the 8% annualized return from July 1, 2006 through August 4,
      2006,
      the final distribution received by Registrant in connection with the sale of
      The
      Westmont and the remainder of the cash distribution received from the Carrollton
      Partnership in 2006. Since April 2006, the Carrollton Partnership has entered
      into two Agreements of Purchase and Sale to sell Fieldpointe at prices of
      $27,100,000 and $25,500,000, respectively; however, the purchasers failed to
      consummate the transaction.  The Carrollton Partnership also negotiated a
      third Agreement of Purchase and Sale to sell Fieldpointe at a price of
      $26,100,000; however, the prospective purchaser withdrew its offer. The
      Carrollton Partnership is currently having Fieldpointe remarketed to elicit
      new
      offers and is continuing its effort to sell the complex. At this time,
      Registrant does not intend to make any further quarterly cash distributions,
      but
      may reconsider this position depending upon future events. The disposition
      of
      The Westmont and Fieldpointe by their respective owners is consistent with
      a
      plan of liquidation and winding up of the business of Registrant, which plan
      was
      enacted in 2006. Following a sale of Fieldpointe, if consummated, Registrant
      intends to distribute the net proceeds to which it is entitled under the
      Carrollton Partnership’s partnership agreement to its limited and general
      partners, less a small reserve, in accordance with the terms and conditions
      of
      the Partnership Agreement. After the final distribution is paid, Registrant
      intends to dissolve. The previous offers for Fieldpointe indicate that the
      carrying amount of the associated long-lived assets is recoverable based on
      applying the standard accounting tests for impairment. Due to the sale of The
      Westmont and the potential sale of Fieldpointe and Registrant’s plans to
      dissolve upon such sales and the winding up of the business of Registrant,
      certain assets and liabilities of the Complexes are classified as held for
      sale
      in the accompanying consolidated balance sheets. Accordingly, the operations
      of
      the Operating Partnerships are reported as discontinued operations for current
      and prior periods in the accompanying consolidated statements of operations.
      That classification resulted in the cessation of depreciation of those assets
      as
      of January 1, 2006. However, as the dissolution of Registrant was not imminent
      as of December 31, 2006, the consolidated financial statements are presented
      assuming that Registrant will continue as a going concern.





7


Registrant's
      primary sources of funds are currently rents generated by Fieldpointe and
      interest derived from investments and deposits, certain of which are restricted
      in accordance with the terms of Fieldpointe’s mortgage. Although the
      Registrant's investments would normally be considered highly illiquid, see
      discussion above regarding the potential sale of Fieldpointe.





In
      the
      event the anticipated sale of Fieldpointe noted above 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 the
      Carrollton Partnership’s general partners, potential sources from which such
      capital needs will be able to be satisfied (other than reserves) would be
      additional equity contributions of the Carrollton Partnership’s general partners
      or other equity reserves, if any, which could adversely affect the distribution
      from the Carrollton Partnership to Registrant of operating cash flow and any
      sale or refinancing proceeds.





Although
      Registrant generated cash from operations during the year ended December 31,
      2006, cash and cash equivalents decreased by approximately $916,000 primarily
      as
      a result of distributions to the partners. Significant changes in assets and
      liabilities, including those classified as held for sale, have occurred
      primarily as a result of the sale of The Westmont. Property and equipment
      (included in assets held for sale in the accompanying consolidated balance
      sheets) are no longer being depreciated, under accounting principles generally
      accepted in the United States of America, as a result of their classification
      as
      held for sale.





**Results
      of Operations**





The
      consolidated statements of operations in the accompanying financial statements
      are presented based on the determination that the Complexes owned by the
      Operating Partnerships are held for sale as of December 31, 2006 and 2005 (and
      therefore reflect the operating activity of the Operating Partnerships as
      discontinued operations). If Fieldpointe is sold, Registrant intends to dissolve
      upon making final distributions to its partners. However, there is no assurance
      that Fieldpointe will ultimately be sold pursuant to the plan. Accordingly,
      the
      consolidated results of operations are presented without effect to the
      presentation of discontinued operations.





Year
      Ended December 31, 2006





In
      July
      2006, the Columbia Partnership sold The Westmont for a price of $87,750,000
      (see
      discussion above under Liquidity and Capital Resources). The accompanying
      consolidated statement of operations for the year ended December 31, 2006
      reflects a gain on the sale of approximately $66,880,000 and an allocation
      of
      such gain to the minority interest owners of the Columbia Partnership of
      approximately $10,032,000.





During
      the year ended December 31, 2006, the Carrollton Partnership’s operations
      resulted in net earnings of approximately $649,000, which includes financial
      expenses and amortization of approximately $581,000 and approximately $15,000,
      respectively. As noted above under Liquidity and Capital Resources, there is
      no
      depreciation expense for the year ended December 31, 2006 as a result of the
      property and equipment of the Carrollton Partnership being classified as held
      for sale as of December 31, 2005. Accordingly, the Carrollton Partnership
      generated earnings from operating activities prior to financial expenses and
      amortization of approximately $1,245,000. Mortgage principal payments during
      2006 for the Carrollton Partnership were approximately $196,000. After
      considering the mandatory mortgage principal payments and required deposits
      to
      mortgage escrows, among other things, the Carrollton Partnership generated
      cash
      flow of approximately $447,000 during year ended December 31, 2006; such amount
      includes cash flow from discontinued operations. There can be no assurance
      that
      the level of cash flow generated by the Carrollton Partnership during the year
      ended December 31, 2006 will continue in future periods.





There
      is
      no depreciation expense for the year ended December 31, 2006 as a result of
      the
      property and equipment of the Complexes owned by the Operating Partnerships
      being classified as held for sale as of December 31, 2005. Considering the
      effect of the depreciation treatment in 2006 and the sale of The Westmont in
      July 2006, results of discontinued operations for the year ended December 31,
      2006 have changed significantly as compared to the year ended December 31,
      2005.
      For continuing operations, interest revenue increased for the year ended
      December 31, 2006 as compared to the year ended December 31, 2005 primarily
      as a
      result of interest earned on the sales proceeds of The Westmont, while
      administrative and management expenses decreased primarily as a result of a
      decline in legal fees incurred in connection with the Operating
      Partnerships.





As
          of
          December 31, 2006, the occupancy of Fieldpointe was approximately 97%.
          In the
          event a sale of Fieldpointe does not take place, the future operating results
          of
          such Complex will be extremely dependent on market conditions and therefore
          may
          be subject to significant volatility.
  
 8


Year
      Ended December 31, 2005





During
      2005, the Columbia Partnership's and the Carrollton Partnership's operations
      resulted in net income of approximately $411,000 and approximately $305,000,
      respectively. The Columbia Partnership's income includes financial expenses
      and
      depreciation and amortization of approximately $1,368,000 and approximately
      $1,175,000, respectively, while the Carrollton Partnership's income includes
      financial expenses and depreciation and amortization of approximately $593,000
      and approximately $409,000, respectively. Accordingly, the Columbia Partnership
      and the Carrollton Partnership generated income from operating activities prior
      to financial expenses and depreciation and amortization of approximately
      $2,954,000 and approximately $1,307,000, respectively. Mortgage principal
      payments during 2005 for the Columbia Partnership and the Carrollton Partnership
      were approximately $436,000 and approximately $184,000, respectively. After
      considering the respective mandatory mortgage principal payments and required
      deposits to restricted reserves, among other things, the Complexes generated
      combined cash flow of approximately $1,592,000 during 2005; such amount includes
      cash flow from discontinued operations.





Results
      of operations for the year ended December 31, 2005 reflect improvement as
      compared to the year ended December 31, 2004. Rental revenue is higher in 2005
      as compared to 2004 primarily as a result of higher average occupancy of The
      Westmont. Administrative and management expenses have increased in part as
      a
      result of costs incurred by Registrant in connection with various tender offers
      for Registrant’s units in 2005. The weighted average interest rate on the
      Columbia Partnership’s first mortgage was approximately 2.38% in 2005 as
      compared to approximately 1.12% in 2004. As of December 31, 2005, the occupancy
      of Fieldpointe was approximately 99% and the occupancy of The Westmont was
      approximately 100% as to residential units and approximately 88% as to
      commercial space as a result of one of the commercial tenants breaking its
      lease
      in the second quarter of 2003.





Year
      Ended December 31, 2004





During
      2004, the Columbia Partnership's and the Carrollton Partnership's operations
      resulted in net income of approximately $299,000 and approximately $194,000,
      respectively. The Columbia Partnership's income includes financial expenses
      and
      depreciation and amortization of approximately $1,100,000 and approximately
      $1,175,000, respectively, while the Carrollton Partnership's income includes
      financial expenses and depreciation and amortization of approximately $604,000
      and approximately $408,000, respectively. Accordingly, the Columbia Partnership
      and the Carrollton Partnership generated income from operating activities prior
      to financial expenses and depreciation and amortization of approximately
      $2,574,000 and approximately $1,206,000, respectively. Mortgage principal
      payments during 2004 for the Columbia Partnership and the Carrollton Partnership
      were approximately $403,000 and approximately $173,000, respectively. After
      considering the respective mandatory mortgage principal payments and required
      deposits to restricted reserves, among other things, the Complexes generated
      combined cash flow of approximately $1,408,000 during 2004; such amount includes
      cash flow from discontinued operations. The weighted average interest rate
      on
      the Columbia Partnership’s first mortgage was approximately 1.12%. As of
      December 31, 2004, the occupancy of Fieldpointe was approximately 97% and the
      occupancy of The Westmont was approximately 97% as to residential units and
      approximately 88% as to commercial space (see discussion above).





**Inflation**





Inflation
      is not expected to have a material adverse impact on Registrant's
      operations.




9


**Critical
      Accounting Policies and Estimates**





The
      financial statements are prepared in accordance with accounting principles
      generally accepted in the United States of America, which requires Registrant
      to
      make certain estimates and assumptions. A summary of significant accounting
      policies is provided in Note 1 to the 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 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 Statement of Financial Accounting Standard
      (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived
      Assets." See discussion under Liquidity and Capital Resources above regarding
      the disposition of The Westmont and the possible disposition of Fieldpointe.
      Under SFAS No. 144, the long-lived assets of the Operating Partnerships are
      classified as held for sale as of December 31, 2006 and 2005 and are measured
      at
      the lower of their carrying amount or fair value less cost to sell. Once
      classified as held for sale, depreciation of the assets ceases. The accompanying
      consolidated statement of operations for the year ended December 31, 2006 does
      not include any depreciation, while the statement for December 31, 2005 includes
      a full year of depreciation.





**Recent
      Accounting Pronouncements**





There
      have been no recent accounting pronouncements that would have a significant
      impact on Registrant.





**Contractual
      Obligations**





As
      of
      December 31, 2006, Registrant has the following contractual obligations
      (payments due by period):





Total
            
            <
                1 year
            
            1
                -
                3 years
            
            3
                -
                5 years
            
            >
                5 yearsMortgages
                Payable
            
            $
            8,682,884
            
            $
            207,752
            
            $
            455,352
            
            $
            514,174
            
            $
            7,505,606





**Off
      - Balance Sheet Arrangements**





None.





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





As
      a
      result of the sale of The Westmont (see discussion above), Registrant no longer
      has market risk sensitivity with regard to financial instruments concerning
      potential interest rate fluctuations in connection with the low floater rates
      associated with the Columbia Partnership's first mortgage.





**Item
      8**   **Financial
      Statements and Supplementary Data**





Set
      forth
      in the financial statements listed on page F-2 is the financial information
      required in response to Item 8. Such financial statements and schedules appear
      on pages F-1 to F-18 and are incorporated herein by reference.





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





None.




10


**Item
      9A**  **Controls
      and Procedures**





As
      of
      December 31, 2006, under the direction of the Chief Executive Officer and Chief
      Financial Officer of WRRC, one of Registrant’s general partners, Registrant
      evaluated the effectiveness of its disclosure controls and procedures and
      concluded that (i) Registrant’s disclosure controls and procedures were
      effective as of December 31, 2006, and (ii) there has been no change in
      Registrant’s internal control over financial reporting during the quarter ended
      December 31, 2006 that has materially affected, or is reasonably likely to
      materially affect, Registrant’s internal control over financial
      reporting.





**Item
      9B**  **Other
      Information**





None.




11


**PART
      III**





**Item
      10**  **Directors
      and Executive Officers of the Registrant**





The
      Partnership has no directors or executive officers.





The
      General Partners are WRRC, a Delaware corporation (the "WRRC General Partner"),
      Real Estate Equity Partners L.P., a Delaware limited partnership and an
      affiliate of Apartment Investment and Management Company (the "AIMCO General
      Partner") and WRC-87A Corporation, a Delaware corporation (the "A/WRRC General
      Partner"). The A/WRRC General Partner 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 the WRRC General
      Partner.





The
      WRRC General Partner





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





Name
            
            Age
            
            OfficeRichard
                Paul Richman
            
            59
            
            President
                and DirectorRobert
                H. Wilder, Jr.
            
            61
            
            Executive
                Vice President and DirectorNeal
                Ludeke
            
            48
            
            Treasurer





Each
      of
      such directors and officers has served in such capacity since the company's
      formation.





Richard
      Paul Richman has served as President and Director of the WRRC General Partner
      since 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 ten 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).





Robert
      H.
      Wilder, Jr. has served as Executive Vice President and Director of the WRRC
      General Partner since 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.





Neal
      Ludeke has served as the Treasurer of the WRRC General Partner since 1987.
      Mr.
      Ludeke, the Treasurer of Richman Group, is engaged primarily in the syndication,
      asset management and finance operations of Richman Group. In addition, Mr.
      Ludeke is a Vice President and the Treasurer of Richman Asset Management, Inc.
      (“RAM”), an affiliate of the WRRC General Partner. Mr. Ludeke's responsibilities
      in connection with RAM include various partnership management and reporting
      functions.





12


The
      AIMCO General Partner





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





Name
            
            Age
            
            OfficeJeffrey
                W. Adler
            
            44
            
            Executive
                Vice President and DirectorDavid
                Robertson
            
            41
            
            Chief
                Executive Officer and Director





Mr.
      Robertson is Chief Executive Officer, President and Director of Real Estate
      Equity Partners Inc. Mr. Robertson has been Executive Vice President of
      AIMCO since February 2002 and President and Chief Executive Officer of AIMCO
      Capital since October 2002. Since February 1996, Mr. Robertson has been
      Chairman of Robeks Corporation, a privately held chain of specialty food
      stores.





Mr.
      Adler
      is Executive Vice President and Director of Real Estate Equity Partners Inc.
      Mr. Adler was appointed Executive Vice President - Conventional Property
      Operations of AIMCO in February 2004. Previously he served as Senior Vice
      President of Risk Management of AIMCO from January 2002 until November 2002,
      when he added the responsibility of Senior Vice President, Marketing.





The
      A/WRRC General Partner





The
      directors and officers of the A/WRRC General Partner are as
      follows:





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





Terry
      Considine, 59, is President and Director of the A/WRRC General Partner.
      Mr. Considine has been Chairman of the Board and Chief Executive Officer of
      AIMCO since July 1994. Mr. Considine also serves as Chairman and Chief
      Executive Officer of American Land Lease, Inc., a publicly held real estate
      investment trust. Mr. Considine devotes substantially all of his time to
      his responsibilities at AIMCO.





Mr.
      Richman's biography is included above under the WRRC General
      Partner.





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. Ludeke and Charles Krafnick, the Assistant Treasurer of the WRRC
      General Partner represent the audit committee of Registrant. Mr. Richman is
      deemed to be an audit committee financial expert and is not independent of
      the
      Registrant.





The
      Board
      of Directors of the WRRC General Partner 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
      the
      WRRC General Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831,
      Attention: Secretary.





**Item
      11**  **Executive
      Compensation**





The
      Partnership 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, 2006 or during the prior two fiscal
      years.




13




**Item
      12**  **Security
      Ownership of Certain Beneficial Owners and Management**





a)
      As of
      December 31, 2006, affiliates of MacKenzie Patterson Fuller, Inc., with the
      address 1640 School Street, Moraga, CA 94556, own 122,158 Units, representing
      approximately 12.4% of the outstanding Units of limited partnership interest.
      No
      person or entity, other than 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
            
            GeneralBeneficial
            
            Partners'Title
                of Class
            
            Name
                of Beneficial Owner
            
            Ownership
            
            Interest*General
            
            Real
                Estate EquityPartners'
            
            Partners
                L.P.
            
            $
            3.33
            
            
            33.3
            %Interest
                inSecured
                Income L.P.
            
            Wilder
              RichmanResources
                Corporation
            
            $
            3.33
            
            
            33.3
            %WRC-87A
              Corporation
            
            $
            3.34
            
            
            33.4
            %





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





Affiliates
      of WRRC, WRC 87-A Corporation and certain of the Carrollton and Columbia
      Operating General Partners own 250,035 Units, representing approximately 25.4%
      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 228,036 Units, representing
      approximately 23.2% of the outstanding Units of limited partnership interest
      as
      follows: AIMCO Bethesda Acquisition Holdings, Inc. - 225,536 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**


Transactions
        with Related Persons
 
 All
        transactions with related parties having occurred within the past
        three years are detailed in Note 8 to the audited
        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. The Partnership incurred
        $98,437 in connection with investor services payable to an affiliate of the
        General Partners for the year ended December 31, 2006. 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.
 
 The
          taxable income generated by Registrant during the year ended December 31,
          2006
          allocated to the General Partners, in the aggregate, was approximately
          $5,842,000.
  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.




14


Transactions
      with Affiliates of Management





WRMC,
      Inc. ("WRMC"), an affiliate of certain General Partners, was the managing agent
      of Fieldpointe in 2006. In connection with these services, WRMC earned
      management and reporting fees of $118,348 in 2006.





LaMere
      Associates, Inc. (“LaMere”), an insurance agency affiliate of certain General
      Partners, provided insurance brokerage services in connection with certain
      insurance coverage provided to Fieldpointe in 2006. In connection with such
      insurance coverage, Carrollton incurred $109,896 in premiums for the year ended
      December 31, 2006.





In
      connection with the sale of The Westmont, WRRC received a disposition fee of
      $904,325 in accordance with the terms of the Partnership Agreement.





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 year ended December
      31,
      2006.





**Item
      14.** **Principal
      Accountant 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, 2006
      and
      2005:





2006
            
            2005Audit
                Fees
            
            $
            24,000
            
            $
            22,500Audit-Related
                Fees
            
            $
            4,990
            
            
            —Tax
                Fees
            
            $
            2,500
            
            $
            2,500All
                Other Fees
            
            
            —
            
            
            —





Audit
      fees consist of fees for the annual audit and review of Registrant’s financial
      statements and assistance with and review of documents filed with the SEC.
      Audit
      related fees were incurred for services provided in connection with the
      disposition and potential disposition of The Westmont and Fieldpointe,
      respectively. Tax fees generally represent fees for annual tax return
      preparation. There were no other accounting fees incurred by Registrant in
      2006
      and 2005.





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 the independent registered
      public accounting firm require pre-approval by the audit committee.





The
      audit
      committee approved all 2006 and 2005 audit fees.





15





**PART
      IV**





**Item
      15**  **Exhibits
      and 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 the Partnership's Registration Statement on Form S-11 (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.





16




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.





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.





10(S)
            Columbia
                Partnership Mortgage Note dated as of June 1,
                2000.





10(T)
            Columbia
                Partnership Multifamily Note (Multistate) dated as of June 1,
                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, 2006.





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.




17




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 17th day of April
      2007.




SECURED
                INCOME L.P.By:
            Wilder
                Richman Resources Corporation, General
                Partner


By:
            /s/Richard
              Paul
              RichmanRichard
              Paul Richman - Chief Executive
              Officer


By:
            /s/Neal
              LudekeNeal
              Ludeke - Chief Financial
              Officer


By:
            WRC-87A
              Corporation, General Partner


By:
            /s/Richard
              Paul
              RichmanRichard
              Paul Richman - Executive Vice President and
              Treasurer




18




**CONSOLIDATED
      FINANCIAL STATEMENTS AND**


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**DECEMBER
      31, 2006, 2005 AND 2004**










**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**Table
                of Contents**
            ****
            **Page****Report
                of Independent Registered Public Accounting Firm**
            
            F-3**Consolidated
                Financial Statements****Consolidated
                Balance Sheets**
            
            F-4**Consolidated
                Statements of Operations**
            
            F-5**Consolidated
                Statements of Partners' Equity (Deficit)**
            
            F-7**Consolidated
                Statements of Cash Flows**
            
            F-8**Notes
                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
      as of December 31, 2006 and 2005 and the related consolidated statements of
      operations, partners’ equity (deficit) and cash flows for each of the three
      years in the period ended December 31, 2006. 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
      audit
      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, 2006 and 2005 and the results of their
      operations, changes in their partners’ equity (deficit) and their cash flows for
      each of the three years in the period ended December 31, 2006, in conformity
      with accounting principles generally accepted in the United States of
      America.








/s/
      Reznick Group, P.C.








Bethesda,
      Maryland


April
      16,
      2007




F-3


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2006 AND 2005**




Notes
            
            2006
            
            2005**ASSETS**Cash
                and cash equivalents
            
            
            10,11
            
            $
            1,884,450
            
            $
            2,800,279Restricted
                assets and funded reserves
            
            
            4,5,11
            
            
            621,928
            
            
            1,997,080Accounts
                receivable
            
            
            11
            
            
            30,715
            
            
            30,131Prepaid
                expenses
            
            
            
            
            
            174,442
            
            
            212,154Intangible
                assets, net of accumulated amortization
            
            
            5
            
            
            37,464
            
            
            254,170Assets
                held for sale
            
            
            3
            
            
            4,450,674
            
            
            20,503,535$
            7,199,673
            
            $
            25,797,349**LIABILITIES
                AND PARTNERS' EQUITY (DEFICIT)**LiabilitiesAccounts
                payable and accrued expenses
            
            
            
            
            $
            149,044
            
            $
            261,410Due
                to general partners and affiliates
            
            
            6
            
            
            88,016
            
            
            18,365Liabilities
                held for sale
            
            
            3,7
            
            
            8,800,206
            
            
            40,297,3309,037,266
            
            
            40,577,105Commitments
                and contingencies
            
            
            7,8,9,10Partners'
                equity (deficit)
            
            
            9Limited
                partners (984,369 units issued and outstanding)
            
            
            
            
            
            1,943,182
            
            
            (13,051,162
            )General
                partners
            
            
            
            
            
            (3,780,775
            )
            
            (1,728,594
            )(1,837,593
            )
            
            (14,779,756
            )$
            7,199,673
            
            $
            25,797,349





See
      notes
      to consolidated financial statements.




F-4




**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**YEARS
      ENDED DECEMBER 31, 2006, 2005 AND 2004**




**Notes**
            
            **2006**
            
            **2005**
            
            **2004****OPERATIONS****REVENUE**Interest
            
            
            
            
            $
            266,325
            
            $
            73,656
            
            $
            30,479**EXPENSES**Administration
                and management
            
            
            
            
            
            161,131
            
            
            180,578
            
            
            87,240Depreciation
                and amortization
            
            
            
            
            
            18,872
            
            
            31,500
            
            
            31,500TOTAL
                EXPENSES
            
            
            
            
            
            180,003
            
            
            212,078
            
            
            118,740**INCOME
                (LOSS) FROM CONTINUING OPERATIONS**
            
            
            
            
            
            86,322
            
            
            (138,422
            )
            
            (88,261
            )**DISCONTINUED
                OPERATIONS**
            
            
            3**REVENUE**Rental
            
            
            
            
            
            5,840,791
            
            
            8,443,013
            
            
            8,180,068Other
            
            
            
            
            
            102,784
            
            
            111,435
            
            
            104,983TOTAL
                REVENUE
            
            
            
            
            
            5,943,575
            
            
            8,554,448
            
            
            8,285,051**EXPENSES**Administration
                and management
            
            
            8
            
            
            685,297
            
            
            854,535
            
            
            900,009Operating
                and maintenance
            
            
            
            
            
            1,181,372
            
            
            1,537,744
            
            
            1,585,960Taxes
                and insurance
            
            
            
            
            
            1,319,443
            
            
            1,944,917
            
            
            2,034,675Financial
            
            
            7
            
            
            1,427,301
            
            
            1,961,500
            
            
            1,704,452Depreciation
                and amortization
            
            
            4,5
            
            
            64,159
            
            
            1,584,665
            
            
            1,583,658TOTAL
                EXPENSES
            
            
            
            
            
            4,677,572
            
            
            7,883,661
            
            
            7,808,754**INCOME
                FROM DISCONTINUED OPERATIONS BEFORE GAIN ON SALE OF PROPERTY AND
                MINORITY
                INTEREST**
            
            
            
            
            
            1,266,003
            
            
            671,087
            
            
            476,297**GAIN
                ON SALE OF PROPERTY**
            
            
            
            
            
            66,879,530**MINORITY
                INTEREST**
            
            
            
            
            
            (10,032,338
            )**INCOME
                FROM DISCONTINUED OPERATIONS**
            
            
            
            
            
            58,113,195
            
            
            671,087
            
            
            476,297**NET
                INCOME**
            
            
            
            
            $
            58,199,517
            
            $
            532,665
            
            $
            338,036**NET
                INCOME ATTRIBUTABLE TO**General
                partners
            
            
            9
            
            $
            581,995
            
            $
            5,327
            
            $
            3,880Limited
                partners
            
            
            9
            
            
            57,617,522
            
            
            527,338
            
            
            384,156$
            58,199,517
            
            $
            532,665
            
            $
            338,036





--continued--




F-5





**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS - CONTINUED**


**YEARS
      ENDED DECEMBER 31, 2006, 2005 AND 2004**





**Notes**
            
            **2006**
            
            **2005**
            
            **2004****NET
                INCOME ALLOCATED PER UNIT OF LIMITED PARTNERSHIP
                INTEREST**
            
            
            
            
            $
            58.53
            
            $
            .54
            
            $
            .39**NET
                INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED
                PARTNERSHIP INTEREST**
            
            
            
            
            $
            .09
            
            $
            (.14
            )
            $
            (.09
            )**NET
                INCOME FROM DISCONTINUED OPERATIONS ALLOCATED PER UNIT OF LIMITED
                PARTNERSHIP INTEREST**
            
            
            
            
            $
            58.44
            
            $
            .68
            
            $
            .48Weighted
                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, 2006, 2005 AND 2004**





**Limited**
            
            **General****Total**
            
            **partners**
            
            **partners**Partners'
                deficit, December 31, 2003
            
            $
            (12,418,277
            )
            $
            (10,812,676
            )
            $
            (1,605,601
            )Distributions
                to partners
            
            
            (1,661,007
            )
            
            (1,574,990
            )
            
            (86,017
            )Net
                income
            
            
            388,036
            
            
            384,156
            
            
            3,880Partners'
                deficit, December 31, 2004
            
            
            (13,691,248
            )
            
            (12,003,510
            )
            
            (1,687,738
            )Distributions
                to partners
            
            
            (1,621,173
            )
            
            (1,574,990
            )
            
            (46,183
            )Net
                income
            
            
            532,665
            
            
            527,338
            
            
            5,327Partners'
                deficit, December 31, 2005
            
            
            (14,779,756
            )
            
            (13,051,162
            )
            
            (1,728,594
            )Distributions
                to partners
            
            
            (45,257,354
            )
            
            (42,623,178
            )
            
            (2,634,176
            )Net
                income
            
            
            58,199,517
            
            
            57,617,522
            
            
            581,995Partners'
                equity (deficit), December 31, 2006
            
            $
            (1,837,593
            )
            $
            1,943,182
            
            $
            (3,780,775
            )





See
      notes
      to consolidated financial statements.





F-7


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**YEARS
      ENDED DECEMBER 31, 2006, 2005 AND 2004**





2006
            
            2005
            
            2004**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income
            
            $
            58,199,517
            
            $
            532,665
            
            $
            388,036Adjustments
                to reconcile net income to net cash provided by operating
                activitiesDepreciation
                and amortization
            
            
            83,031
            
            
            1,616,165
            
            
            1,615,158Gain
                on sale of property
            
            
            (66,879,530
            )Minority
                interest
            
            
            10,032,338Write-off
                of unamortized intangible assets
            
            
            1,329,849Decrease
                (increase) in restricted assets and funded reserves
            
            
            1,375,152
            
            
            (866,442
            )
            
            (138,192
            )Decrease
                (increase) in tenant security deposits
            
            
            483,239
            
            
            (25,807
            )
            
            (8,116
            )Decrease
                (increase) in accounts receivable
            
            
            (584
            )
            
            (8,436
            )
            
            27,016Decrease
                in prepaid expenses
            
            
            41,838
            
            
            675,720
            
            
            32,520Decrease
                in accounts payable and accrued expenses
            
            
            (107,858
            )
            
            (13,981
            )
            
            (74,824
            )Increase
                (decrease) in tenant security deposits payable
            
            
            (488,364
            )
            
            29,247
            
            
            10,798Increase
                (decrease) in due to general partners and affiliates
            
            
            42,397
            
            
            (4,625
            )
            
            (34,975
            )Decrease
                in deferred revenue
            
            
            (56,782
            )
            
            (11,954
            )
            
            (11,954
            )Net
                cash provided by operating activities
            
            
            4,054,243
            
            
            1,922,552
            
            
            1,805,467**CASH
                FLOWS FROM INVESTING ACTIVITIES**Proceeds
                from sale of property, net of closing and related costs
            
            
            57,048,852Repayment
                (advance) to affiliate
            
            
            
            
            
            28,677
            
            
            (28,677
            )Capital
                expenditures
            
            
            (4,508
            )
            
            (99,130
            )
            
            (79,660
            )Net
                cash provided by (used in) investing activities
            
            
            57,044,344
            
            
            (70,453
            )
            
            (108,337
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Mortgage
                principal payments
            
            
            (6,751,978
            )
            
            (620,228
            )
            
            (575,672
            )Distributions
                to minority interest
            
            
            (10,005,084
            )Distributions
                to partners
            
            
            (45,257,354
            )
            
            (1,621,173
            )
            
            (1,661,007
            )Net
                cash used in financing activities
            
            
            (62,014,416
            )
            
            (2,241,401
            )
            
            (2,236,679
            )**NET
                DECREASE IN CASH AND CASH EQUIVALENTS**
            
            
            (915,829
            )
            
            (389,302
            )
            
            (539,549
            )Cash
                and cash equivalents at beginning of year
            
            
            2,800,279
            
            
            3,189,581
            
            
            3,729,130**CASH
                AND CASH EQUIVALENTS AT END OF YEAR**
            
            $
            1,884,450
            
            $
            2,800,279
            
            $
            3,189,581




--continued--




F-8


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS - CONTINUED**


**YEARS
      ENDED DECEMBER 31, 2006, 2005 AND 2004**





2006
            
            2005
            
            2004**SIGNIFICANT
                NONCASH INVESTING AND FINANCING ACTIVITIES AND SUPPLEMENTAL
                INFORMATION**Mortgage
                assumed by buyer upon sale of property
            
            $
            24,200,000Distributions
                payable to minority interest
            
            $
            27,254Financial
                expenses paid
            
            $
            2,695,661
            
            $
            1,962,434
            
            $
            1,709,060**CASH
                FLOWS FROM DISCONTINUED OPERATIONS**Net
                cash provided by operating activities
            
            $
            4,897,059
            
            $
            2,060,591
            
            $
            1,893,064Net
                cash provided by (used in) investing activities
            
            $
            57,044,344
            
            $
            (70,453
            )
            $
            (108,337
            )Net
                cash used in financing activities
            
            $
            (52,971,356
            )
            $
            (1,852,151
            )
            $
            (1,674,281
            )




The
      amounts reflected above 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, 2006, 2005 AND 2004**





**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 partnership 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 occurred
      on
      October 9, 1987 (at which time operations commenced), 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 (see below herein Note 1 regarding
      the
      sale of The Westmont).





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.


In
        July
        2006, Columbia sold The Westmont to a New York Stock Exchange limited real
        estate investment trust for a price of $87,750,000 ;
        the
        Partnership made distributions to its partners in 2006 from proceeds received
        in
        connection with such sale. Since April 2006, Carrollton had entered into
        two
        Agreements of Purchase and Sale to sell Fieldpointe at prices of $27,100,000
        and
        $25,500,000, respectively; however, the purchasers failed to consummate the
        transaction.  Carrollton also negotiated a third Agreement of Purchase
        and Sale to sell Fieldpointe at a price of $26,100,000; however, the prospective
        purchaser withdrew its offer. Carrollton is currently having Fieldpointe
        remarketed to elicit new offers and is continuing its effort to sell the
        complex. The disposition of The Westmont and Fieldpointe (collectively, the
        “Complexes”) by their respective owners is consistent with a plan of liquidation
        and winding up of the business of the Partnership, which plan was enacted
        in
        2006. Following a sale of Fieldpointe, if consummated, the Partnership intends
        to distribute the net proceeds to which it is entitled under the Carrollton
        partnership agreement to its limited and general partners, in accordance
        with
        the terms and conditions of the Partnership’s limited partnership agreement (the
“Partnership Agreement”). After the final distribution is paid, the Partnership
        intends to dissolve. The previous offers for Fieldpointe indicate that the
        carrying amount of the associated long-lived assets is recoverable based
        on
        applying the standard accounting tests for impairment. Due to the sale of
        The
        Westmont and the potential sale of Fieldpointe and the Partnership’s plans to
        dissolve upon such sales and the winding up of the business of the Partnership,
        certain assets and liabilities of the Complexes are classified as held for
        sale
        in the accompanying consolidated balance sheets. Accordingly, the operations
        of
        Columbia and Carrollton are reported as discontinued operations for current
        and
        prior periods in the accompanying consolidated statements of operations.
        That
        classification resulted in the cessation of depreciation of those assets
        as of
        January 1, 2006. However, as the dissolution of the Partnership was not imminent
        as of December 31, 2006, the consolidated financial statements are presented
        assuming that the Partnership will continue as a going
        concern.





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
      minority interest of 1.1% is held in each of the Operating Partnerships. 
That minority interest, except for the allocation of gain in connection with
      the
      sale of The Westmont (see discussion above herein Note 1) has been allocated
      to
      the general partners of the Partnership for all periods presented.





F-10


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**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 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.





Property,
      Equipment and Depreciation





The
      long-lived assets of the Operating Partnerships are classified as held for
      sale
      in the accompanying consolidated balance sheets and are measured at the lower
      of
      their carrying amount or fair value less cost to sell. Once classified as held
      for sale, depreciation of the assets ceases. Land, buildings and improvements
      prior to December 31, 2005 had been 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 was being 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 was being
      depreciated over its estimated service life of 5-7 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.





Intangible
      Assets and Amortization





Mortgage
      costs are amortized over the terms of the respective loans using the effective
      interest method. Acquisition fees are amortized over the useful lives of the
      respective property and equipment using the straight-line method. Leasing costs
      are amortized over the period of the applicable leases, which range from 5
      to 12
      years, using the straight-line method. As a result of the sale of The Westmont,
      certain unamortized intangible assets were charged to expense in
      2006.





Impairment
      of Long-Lived Assets





In
      accordance with Statement of Financial Standard (“SFAS”) No. 144, “Accounting
      for the Impairment or Disposal of Long-Lived Assets,” 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. The Partnership does not perform a periodic assessment
      of
      assets for impairment in the absence of such information or indicators.
      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 to be held and used, 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. See
      discussion above under Property,
      Equipment and Depreciation regarding the long-lived assets of the Operating Partnerships being classified
      as held for sale in the accompanying consolidated balance sheets as a result
      of
      the sale of The Westmont and the potential disposition of
      Fieldpointe.





Deferred
      Revenue





Deferred
      revenue consists of a fee received by Columbia for the extension of a parking
      garage lease that expires September 30, 2011. Such fee was being accreted to
      revenue over the lease term, but was fully accreted in 2006 upon the sale of
      The
      Westmont.





Leases





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





F-11


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





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





Income
      Taxes





No
      provision or benefit for income taxes has been included in these financial
      statements since taxable income or loss passes through to, and is reportable
      by,
      the partners individually.





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.





Net
      Income per Unit of Limited Partnership Interest





Net
      income per unit of limited partnership interest is calculated based upon the
      weighted average number of units outstanding, 984,369 for each of the years
      2006, 2005 and 2004. Losses are allocated to the limited partners until such
      time as the limited partners' equity reaches zero as a result of loss
      allocations.





**Note
      2 - Sale of The Westmont**





In
      July
      2006, Columbia sold The Westmont to a New York Stock Exchange limited real
      estate investment trust for a price of $87,750,000. After the payment of certain
      costs in connection with the closing including fees incurred to affiliates
      (see
      Note 8), a prepayment penalty in connection with the early payoff of the
      Columbia mortgages (see Note 7) and transfer taxes of $2,654,437, as well as
      the
      write-off of certain unamortized intangible assets (see Note 5), the Partnership
      recognized a gain on the sale of $66,879,530.





**Note
      3 - Assets and Liabilities Held for Sale**





The
      following represents the detail of the assets and liabilities of the Operating
      Partnerships are classified as held for sale in the accompanying balance sheets
      (see Note 1):


2006
              
              2005ASSETSProperty
                  and equipment, net of accumulated depreciation
              
              $
              4,015,253
              
              $
              18,384,575Tenant
                  security deposits
              
              
              125,863
              
              
              609,102Prepaid
                  expenses
              
              
              
              
              
              4,126Intangible
                  assets, net of accumulated amortization
              
              
              309,558
              
              
              1,505,732$
              4,450,674
              
              $
              20,503,535LIABILITIESMortgages
                  payable
              
              $
              8,682,884
              
              $
              39,634,862Tenant
                  security deposits payable
              
              
              117,322
              
              
              605,686Deferred
                  revenue
              
              
              
              
              
              56,782$
              8,800,206
              
              $
              40,297,330
  F-12


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      4 - Property and Equipment**





Property
      and equipment as of December 31, 2006 and 2005 are summarized as
      follows:


2006
              
              2005Land
              
              $
              1,226,061
              
              $
              6,057,940Buildings
                  and improvements
              
              
              9,743,449
              
              
              37,290,506Furniture
                  and equipment
              
              
              1,154,711
              
              
              1,643,60712,124,221
              
              
              44,992,053Less
                  accumulated depreciation
              
              
              8,108,968
              
              
              26,607,478$
              4,015,253
              
              $
              18,384,575




Depreciation
      for the years 2006, 2005 and 2004 was $0, $1,498,376 and $1,497,306,
      respectively. Property and equipment is included in assets held for sale in
      the
      accompanying consolidated balance sheets (see Note 3). Once classified as held
      for sale, depreciation of the assets ceases. Accordingly, the accompanying
      consolidated statement of operations for the year ended December 31, 2006
      includes no depreciation while 2005 and 2004 include a full year of
      depreciation.





**Note
      5 - Intangible Assets**





Intangible
      assets as of December 31, 2006 and 2005 are summarized as follows:


2006
              
              2005Acquisition
                  fees
              
              $
              156,100
              
              $
              787,495Mortgage
                  costs
              
              
              624,486
              
              
              2,159,285Leasing
                  costs
              
              
              
              
              
              269,265780,586
              
              
              3,216,045Less
                  accumulated amortization
              
              
              433,564
              
              
              1,338,354$
              347,022
              
              $
              1,877,691




Amortization
      for the years ended December 31, 2006, 2005 and 2004 was $83,031, $117,789
      and
      $117,852, respectively. Intangible assets of $309,558 and $1,505,732 are
      included in assets held for sale in the accompanying consolidated balance sheets
      as of December 31, 2006 and 2005, respectively (see Note 3). Unamortized
      intangible assets of $1,329,849 were written off upon the sale of The Westmont
      (see Note 2).




F-13


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      6 - Restricted Assets and Funded Reserves**





Restricted
      assets and funded reserves (see Note 7) as of December 31, 2006 and 2005 are
      summarized as follows:


2006
              
              2005Escrows
                  held by mortgage lenders
              
              $
              621,928
              
              $
              1,538,986Self-escrowed
                  funds
              
              
              
              
              
              221,407Interest
                  rate cap account
              
              
              
              
              
              236,687$
              621,928
              
              $
              1,997,080





**Note
      7 - Mortgages Payable**





Carrollton





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 United States Department of Housing
      and Urban Development (“HUD”). 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. 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, 2006 and 2005 is $8,682,884 and
      $8,878,452, respectively.





Columbia





Columbia
      was obligated under the terms of two mortgages for which the Federal Home Loan
      Mortgage Corporation ("Freddie Mac") is the credit enhancer. Credit enhancement
      was provided for $24.2 million in tax exempt bonds (the “First Mortgage”) and an
      $8.55 million conventional mortgage (the “Second Mortgage”) payable to Freddie
      Mac. The First Mortgage was scheduled to mature in July 2030 and required
      monthly payments of interest only until the maturity of the Second Mortgage
      (see
      below). After such maturity, a monthly principal reserve fund deposit was to
      be
      required in an amount to be determined at that time. The interest rate was
      based
      on a weekly variable low floater index, with a weighted average of approximately
      3.31% in 2006 through the date of sale of The Westmont (see Note 2),
      approximately 2.38% in 2005 and approximately 1.12% in 2004. In connection
      with
      the First Mortgage, the Columbia Partnership purchased an interest rate cap,
      such that the rate could not exceed 6.54% through June 1, 2006. In addition
      to
      the interest expense and tax and insurance escrows, monthly payments included
      the credit enhancement fee and are included in financial expenses in the
      accompanying consolidated statements of operations. The Second Mortgage bore
      interest at 8.07% and required monthly principal and interest payments of
      $82,054 through the scheduled maturity in July 2015. The mortgages were assumed
      by the buyer or paid off in connection with the sale of the property and
      Columbia incurred a prepayment penalty of $1,220,545. The balance of the First
      Mortgage and the Second Mortgage as of December 31, 2005 were $24,200,000 and
      $6,556,410, respectively.





Aggregate
      annual mandatory maturities on the Carrollton Mortgage as of December 31, 2006
      are as follows:


2007
              
              $
              207,7522008
              
              
              220,7632009
              
              
              234,5892010
              
              
              249,2812011
              
              
              264,893Thereafter
              
              
              7,505,606$
              8,682,884




The
      carrying amount of the mortgage approximates fair value.




F-14




**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      8 - Related Party Transactions**





Due
      to
      general partners and affiliates as of December 31, 2006 and 2005 consists of
      certain payables as follows:


2006
              
              2005Investor
                  services fee
              
              $
              58,401
              
              $
              18,365Columbia
                  minority interest owners
              
              
              27,254
              
              
              -Due
                  to a general partner
              
              
              2,361
              
              
              -$
              88,016
              
              $
              18,365





The
      management agent for Fieldpointe is an affiliate of two of the general partners
      and one of the Carrollton 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 $118,348,
      $115,166 and $112,980 were charged to operations during 2006, 2005 and 2004,
      respectively.





The
      management agent for The Westmont is an affiliate of one of the Columbia general
      partners and received property management fees calculated at 3% of rental income
      for each of the three years ended December 31, 2006. The charges to operations
      amounted to $108,375, $178,718 and $170,861 during 2006, 2005 and 2004,
      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, which amount was $98,437 for each of the three years ended
      December 31, 2006. The affiliate received $58,401, $98,437 and $142,694 during
      2006, 2005 and 2004, respectively, which amount for 2004 includes amounts
      incurred and recorded in prior years.





A
      shareholder of two of the general partners provided debt financing for the
      capitalization of LaMere Associates, Inc. (“LaMere”), an insurance agency. In
      connection with such debt financing, the shareholder received 20% of the stock
      of LaMere. LaMere provided insurance brokerage services in connection with
      property, workers compensation, liability, fidelity bond, auto and umbrella
      insurance coverage provided to Carrollton. In connection with such insurance
      coverage, Carrollton incurred $109,896, $94,409 and $87,411 in premiums for
      the
      years ended December 31, 2006, 2005 and 2004, respectively.





The
      minority interest owners in Columbia are due $27,254 as of December 31, 2006
      in
      connection with the sale of The Westmont. Such amount is included in due to
      general partners and affiliates in the accompanying consolidated balance sheet
      as of December 31, 2006.





In
      connection with the sale of The Westmont, one of the general partners received
      a
      disposition fee of $904,325 in accordance with the terms of the Partnership
      Agreement. Also
      in
      connection with the sale, an affiliate of the Columbia general partners received
      a $250,000 fee for services rendered in accordance with the terms of the
      Columbia Partnership’s partnership agreement.





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 of the Partnership, was distributed to the Partnership. Such
      amount is included in due to general partners and affiliates in the accompanying
      consolidated balance sheet as of December 31, 2006.





During
      the year ended December 31, 2004, Columbia distributed $28,677 to its general
      partners, which amount should have been distributed to the Partnership. Such
      amount was repaid in 2005.





F-15




**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      9 - 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 generate 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 generate(s)
      such level(s) 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 or about 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 to the limited partners of approximately 8% for each of the years
      ended December 31, 2005 and 2004.





**Note
      10 - 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 complexes; and (iii) restrictions on the amount of cash flow which
      may
      be distributed to the partners.





Concentration
      of Credit Risk





As
      of
      December 31, 2006, the Partnership has $936,351 in cash and cash equivalents
      which are deposited in interest-bearing accounts with an institution that is
      not
      insured by the Federal Deposit Insurance Corporation **** ("FDIC").
      As of **** December
      31, 2006, Carrollton has $746,025 in excess of FDIC insurance limits at two
      banks.





**Note
      11 - Fair Value of Financial Instruments**





The
      following disclosure of the estimated fair value of financial instruments is
      made in accordance with the requirements of SFAS No. 107, “Disclosures about
      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 and Restricted Assets and Funded Reserves





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 financial instruments as of December
      31, 2006 and 2005 are disclosed elsewhere in the financial
      statements.




F-16


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      12 - Reconciliation of Taxable Income and Basis of Assets**





A
      reconciliation of the financial statement net income to the income tax income
      of
      the Partnership for each of the years ended December 31, 2006, 2005 and 2004
      is
      as follows:


2006
              
              2005
              
              2004Financial
                  statement net income
              
              $
              58,199,517
              
              $
              532,665
              
              $
              388,036Difference
                  in gain on sale of property
              
              
              10,616,554
              
              
              -
              
              
              -Depreciation
                  recorded for tax purposes after cessation of depreciation for financial
                  reporting
              
              
              (201,597
              )
              
              -
              
              
              -Difference
                  in depreciation for income tax purposes based on estimated useful
                  life
              
              
              -
              
              
              229,326
              
              
              (86,042
              )Excess
                  depreciation for financial reporting purposes due to purchase accounting
                  treatment, net of excess tax depreciation resulting from a step-up
                  in
                  basis
              
              
              (144,401
              )
              
              356,906
              
              
              331,013Deferred
                  revenue
              
              
              (51,287
              )
              
              (11,954
              )
              
              (11,954
              )Payment
                  of related party expense items not deductible until paid for tax
                  purposes
                  under Internal Revenue Code Section 267
              
              
              40,036
              
              
              18,363
              
              
              (47,403
              )Amounts
                  allocated to other partners of Carrollton and Columbia and
                  other
              
              
              (12,479,856
              )
              
              (25,911
              )
              
              457Income
                  as shown on tax return
              
              $
              55,978,966
              
              $
              1,099,395
              
              $
              574,107
  F-17


**SECURED
      INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2006, 2005 AND 2004**





**Note
      12 - Reconciliation of Taxable Income and Basis of Assets
      (continued)**





A
      reconciliation of the financial statement carrying amount of total assets to
      the
      tax basis as of December 31, 2006 and 2005 is as follows:


2006
              
              2005Financial
                  statement carrying amount of assets
              
              $
              7,199,673
              
              $
              25,797,349Difference
                  which consists principally of the utilization of purchase accounting
                  for
                  financial statement purposes, net of a step-up in basis recorded
                  for tax
                  purposes
              
              
              (3,511,436
              )
              
              (9,583,998
              )Tax
                  basis of assets
              
              $
              3,688,237
              
              $
              16,213,351




**Note
      13 - Quarterly Financial Information (unaudited)**





The
      following is a summary of results of operations for each of the four quarters
      for the years indicated:


First
              
              Second
              
              Third
              
              FourthQuarter
              
              Quarter
              
              Quarter
              
              Quarter2006Total
                  revenue
              
              $
              2,185,432
              
              $
              2,203,339
              
              $
              1,124,639
              
              $
              696,490Income
                  (loss) from continuing operations
              
              
              (35,366
              )
              
              (1,150
              )
              
              145,949
              
              
              (23,111
              )Gain
                  (loss) on sale of property
              
              
              -
              
              
              -
              
              
              67,077,364
              
              
              (197,834
              )Minority
                  interest
              
              
              -
              
              
              -
              
              
              (10,005,084
              )
              
              (27,254
              )Net
                  income (loss)
              
              
              492,707
              
              
              597,735
              
              
              57,263,587
              
              
              (154,512
              )Net
                  income (loss) per unit of limited partnership interest
              
              
              .50
              
              
              .60
              
              
              57.59
              
              
              (.16
              )2005Total
                  revenue
              
              $
              2,129,075
              
              $
              2,144,387
              
              $
              2,141,696
              
              $
              2,212,946Loss
                  from continuing operations
              
              
              (40,674
              )
              
              (24,576
              )
              
              (62,510
              )
              
              (10,662
              )Net
                  income
              
              
              171,186
              
              
              116,079
              
              
              80,767
              
              
              164,633Net
                  income per unit of limited partnership interest
              
              
              .17
              
              
              .12
              
              
              .08
              
              
              .17
  F-18