**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, 2005**
  OR
 
 [
                    ]
                TRANSITION
                    REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF
                  1934
 For the transition period from ________ to
                  ________.
  **0-17412**
 (Commission
        File Number)
 
 **Secured
        Income L.P.**
 (Exact
        name of registrant as specified in its governing instruments)
 
 **Delaware**
              
              **06-1185846**(State
                  or other jurisdiction of organization)
              
              (I.R.S.
                  Employer Identification No.)**Wilder
                  Richman Resources 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 ****  **** 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 ****  **** 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
 
 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 ****  **** Accelerated Filer ****  ****  Non-Accelerated Filer **** X
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes ****  **** No **** X
 
 The
        aggregate sales price of the units of limited partner-ship 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.
 
 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.
  1
 
 **PART
        I**
 
 **Item
        1**  **Business**
 
 
 General
        Development of Business and Narrative Description of Business
 
 Registrant
        (also referred to as the "Partnership") is a limited partnership which was
        formed under the Delaware Revised Uniform Limited Partnership Act on October
        10,
        1986. The general partners of the Partnership (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.
 
 The
        Partnership 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").
        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 Regis-tration 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. 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 the Partnership's business taken as a whole. See Item 8
        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 pro-tection of the environment,
        and
        is not aware of any condition that would have a material effect on the capital
        expenditures or competitive position of Registrant.
 
 Employees
        of Registrant
 
 Registrant
        employs no personnel and incurs no payroll costs. An affiliate of WRRC employs
        individuals who perform accounting, secretarial, transfer and other services
        on
        behalf of Registrant as are necessary in the ordinary course of business.
        Such
        individuals also per-form similar services for other affiliates of
        WRRC.
  2
 
 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
          who 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 Operating Partnerships is subject to the risks associated
        with
        multi-family rental property and real estate in general (which, in the case
        of
        Columbia Westmont Associates, L.P., formerly Columbia Associates (the "Columbia
        Partnership"), include retail and commercial as well as residential space).
        Factors which may affect the Registrant are subject to change and not in
        the
        control of the 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 which may render the sale or refinancing of the Complexes difficult
        or
        unattractive. To the extent that commercial space is leased to tenants at
        rents
        related to a percentage of the gross receipts of the tenant, the performance
        of
        the Complex is subject to the risks inherent in the tenant’s
        business.
 
 Registrant’s
        investments in the Operating Partnerships are highly leveraged and, in the
        case
        of the Complex owned by the Columbia partnership, with variable rate debt.
        With
        the use of variable rate debt, an increase in interest rates could have an
        adverse impact on the cash flow of the Complex if such costs are not offset
        by
        an increase in rents charged to tenants. To the extent that revenues are
        not
        sufficient to meet operating expenses and service the respective mortgages
        of
        the Complexes, such Operating 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 any Operating
        Partnership or the Partnership, if needed. In addition, there can be no
        assurance that, when a Complex is sold, that the proceeds from a sale will
        be
        sufficient to pay balance due on the mortgage loans or any other outstanding
        indebtedness to which the Complex 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 Operating Partnerships and their 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
          Properties may be adversely impacted as a result of the effect of these
          events
          on the economy in general and because the Properties are located in New
          York
          City and near Washington, D.C.
 
 **Item
        1B**  **Unresolved
        Staff Comments**
 
 Not
        applicable.
  3
  **Item
        2**  **Properties**
 
 The
        following table sets forth information regarding the Complexes owned by the
        Operating Partnerships as of December 31, 2005.
 
 Number
                  ofProperty
              
              Location
              
              Dwelling
                  UnitsFieldpointe
                  Apartments
              
              Frederick,
                  MD
              
              252The
                  Westmont
              
              New
                York, NY
              
              163
 
 Fieldpointe
        Apartments, which is owned by Carrollton X Associates Limited Partnership
        (the
        "Carrollton Partnership"), 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
        the Partnership'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
        Depart-ment 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. The Fieldpointe
        Apartments occupancy rate was approximately 99% as of December 31, 2005.
 
 The
        Westmont, which is 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, in-cluding security systems, microwave
        ovens,
        dishwashers and hard-wood floors.
 
 Registrant
        acquired its interest as a limited partner in the Columbia Partnership by
        making
        a capital contribu-tion of $12,571,634. Of this amount, $6,651,323 was invested
        in guaranteed investment con-tracts (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, is subject to interest based on
        a
        variable low floater index with credit enhancement provided by the Federal
        Home
        Loan Mortgage Corporation (“Freddie Mac”) and matures in July 2030. The second
        mortgage, in the original amount of $8.55 million and payable to Freddie
        Mac, is
        subject to fixed interest at 8.07% and matures in July 2015. Under the terms
        of
        the refinancing, 20% of the residential units in The Westmont will be maintained
        for occupancy by low or moder-ate income tenants through February 2009. The
        Westmont's occupancy rate as of December 31, 2005 was approximately 100%
        as to
        residential dwelling units and approximately 88% as to commercial space (see
        Item 7 herein, Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations ,
        for
        further discussion).
  4
  As
        of
        December 31, 2005, the market rental rates of the Complexes were approximately
        as follows:
 
 Fieldpointe
              
              TheApartments
              
              WestmontMonthly
                  Rental Rates:Studio
              
              
              
              
              $
              1,750
                  - $2,355One-Bedroom
              
              $
              765
                  - $790
              
              $
              2,200
                  - $3,875Two-Bedroom
              
              $
              820
                  - $930
              
              $
              3,000
                  - $4,425Three-Bedroom
              
              $
              1,020
                  - $1,080
              
              $
              4,100
                  - $5,000
 
 The
        low
        and moderate income rental rates as of December 31, 2005 for Fieldpointe
        Apartments fall within the ranges noted above. Such rates for The Westmont
        range
        from $705 to $1,185.
 
 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, 2005, there were approximately 569 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 spe-cified proportions. Including
        a
        distribution anticipated to be made to the Unit holders in April 2006, the
        Partnership will have made a distribution to the limited partners of
        approximately 8% for each of the years ended December 31, 2005, 2004 and
        2003.
        Prior to the Columbia Partnership’s mortgage restructuring in 2000, the Columbia
        Partnership was prohibited from distributing cash flow from operations. See
        Item
        7 herein, Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations ,
        for
        further discussion.
 
 Recent
        Sales of Unregistered Securities
 
 None
 
 **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 31,2005
              
              2004
              
              2003
              
              2002
              
              2001Total
                  revenue
              
              $
              8,628,104
              
              $
              8,315,530
              
              $
              8,553,640
              
              $
              8,437,933
              
              $
              8,446,311Net
                  income
              
              
              532,665
              
              
              388,036
              
              
              978,278
              
              
              1,109,393
              
              
              1,070,991Net
                      income allocatedper unit of limited partnership
                      interest
              
              
              .54
              
              
              .39
              
              
              .98
              
              
              .78
              
              
              --Income
                    (loss) from continuingoperations
              
              
              (138,422
              )
              
              (88,261
              )
              
              (60,954
              )
              
              (3,739
              )
              
              64,657Net
                      income (loss) from continuingoperations allocated per unit
                      of  limited
                      partnership interest
              
              
              (.14
              )
              
              (.09
              )
              
              (.06
              )
              
              --
              
              
              .07Distributions
                  to limited partners
              
              
              1,574,990
              
              
              1,574,990
              
              
              1,574,990
              
              
              1,574,990
              
              
              1,181,243At
                  year end:Total
                  assets
              
              
              25,797,349
              
              
              27,502,890
              
              
              29,478,485
              
              
              30,984,345
              
              
              32,940,557Mortgages
                  payable
              
              
              39,634,862
              
              
              40,255,090
              
              
              40,830,762
              
              
              41,365,120
              
              
              41,833,655
  6
  **Item
        7**  **Management's
        Discussion and Analysis of Financial Con-dition and Results of
        Operations**
 
 **Liquidity
        and Capital Resources**
 
 In
        January 2006, the Columbia Partnership entered into an agreement to sell
        The
        Westmont to a New York Stock Exchange limited real estate investment trust
        for a
        price of $87,750,000. The closing of the transaction is subject to certain
        customary conditions and adjustments, including the consent of Freddie Mac
        to
        the assumption of the Columbia Mortgages by the purchaser. The Columbia
        Partnership anticipates that, subject to the satisfaction or waiver of the
        various conditions, the sale will be consummated during the third calendar
        quarter of 2006. The Carrollton Partnership has recently entered negotiations
        to
        sell Fieldpointe Apartments for a purchase price of $27,100,000. The disposition
        of the Complexes by their respective owners is consistent with a plan of
        liquidation and winding up of the business of Registrant, which plan is being
        enacted in 2006 considering the activities discussed above. Following the
        sale
        of the Complexes, if consummated, Registrant intends to distribute the net
        proceeds to which it is entitled under the respective partnership agreements
        of
        the Operating Partnerships to its limited and general partners, in accordance
        with the terms and conditions of Registrant’s limited partnership agreement.
        After making the distributions, Registrant intends to dissolve. The offers
        indicate that the carrying amount of these long-lived assets is recoverable
        based on applying the standard accounting tests for impairment. Due to the
        likelihood of the sales of the Complexes and Registrant’s plans to dissolve upon
        such sales and the winding up the business of Registrant, the assets and
        liabilities of the Complexes are classified as held for sale in the accompanying
        consolidated balance sheet as of December 31, 2005. However, as the dissolution
        of Registrant was not imminent as of December 31, 2005, the consolidated
        financial statements are presented assuming that Registrant will continue
        as a
        going concern.
 
 The
        Partnership's primary sources of funds are rents generated by the Operating
        Partnerships and interest derived from investments and deposits, certain
        of
        which are restricted in accordance with the terms of the mortgages of the
        Operating Partnerships. Although the Partnership's investments would normally
        be
        considered highly illiquid, see discussion above regarding the potential
        sale of
        the Complexes.
 
 In
        the
        event the anticipated sales of the Complexes noted above do not take place,
        the
        Partnership is not expected to have access to additional sources of financing.
        Accordingly, if unforeseen contingencies arise that cause an Operating
        Partnership to require capital in addi-tion to that contributed by the
        Partnership and any equity of the Operating General Partners, potential sources
        from which such cap-ital needs will be able to be satisfied (other than
        reserves) would be additional equity contributions of the Operating General
        Partners or other equity reserves, if any, which could adversely affect the
        distribution from the Operating Partnerships to the Partner-ship of operating
        cash flow and any sale or refinancing proceeds.
  Although
        the Partnership generated cash from operations during the year ended December
        31, 2005, cash and cash equivalents decreased by approximately $389,000
        primarily as a result of distributions to the limited partners. Mortgages
        payable decreased due to principal amortization of approximately $620,000.
        Property and equipment decreased by approximately $1,395,000 due to depreciation
        of approximately $1,498,000, partially offset by capital improvements of
        approximately $103,000, while intangible assets decreased by approximately
        $118,000 due to amortization. Property and equipment and intangible assets
        are
        expected to decrease annually as the cost of these assets is allocated to
        future
        periods over their remaining estimated service lives. Prepaid expenses decreased
        and restricted assets and funded reserves increased in the ordinary course
        of
        operations.
 
 The
        Partnership made quarterly distributions to the limited partners in May,
        August
        and November 2005 and anticipates making a distribution in April 2006. The
        four
        will total $1,574,990, resulting primarily from operating cash flow generated
        by
        the Operating Partnerships. Such distributions represent an annualized return
        to
        the limited partners of approximately 8% for the year ended December 31,
        2005.
        In the event the anticipated sales of the Complexes noted above do not take
        place, the Partnership’s ability to make quarterly distributions on an ongoing
        basis is subject to the operating results of the Operating Partnerships,
        which
        are highly contingent upon the interest rates of the Columbia Partnership’s
        low-floater mortgage and the strength of their respective rental markets.
        Accordingly, there can be no assurance that the Operating Partnerships will
        continue to generate cash flow sufficient to make quarterly distributions
        or
        that future distributions will be in any specific amounts.
  **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, 2005 (and therefore
        reflect the operating activity of the Operating Partnerships as discontinued
        operations). If the Complexes are sold, the Partnership intends to dissolve
        upon
        making final distributions to its partners. However, there is no assurance
        that
        one or both Complexes will ultimately be sold pursuant
        to the plan. Accordingly, the Results of Operations are presented without
        affect to the presentation of discontinued operations.
  7
 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. However, there can be no assurance
        that
        the level of cash flow generated by the Complexes in 2005 will continue in
        future years.
 
 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
        Columbia property. Administrative and management expenses have increased
        in part
        as a result of costs incurred by the Partnership 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 Apartments 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. Any
        prospective tenant must be approved by the lender; the space has not been
        rented
        as of April 2006. In the event the anticipated sales of the Complexes noted
        above do not take place, the future operating results of the Complexes will
        be
        extremely dependent on market conditions and therefore may be subject to
        significant volatility.
 
 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.
 
 Results
        of operations for the year ended December 31, 2004 reflect a significant
        decline
        as compared to the year ended December 31, 2003. Rental revenue is lower
        in 2004
        as compared to 2003 due in part to one of the Columbia Partnership’s commercial
        tenants breaking its lease in the second quarter of 2003 (see discussion
        above).
        A termination fee of approximately $221,000, representing approximately eighteen
        months of rent for such space, was recognized as income in 2003. In order
        to
        maintain high occupancy levels, Columbia management continued to employ
        aggressive marketing strategies, including rental concessions. Taxes and
        insurance increased primarily as the result of an increase in the real estate
        taxes of the Columbia Partnership, including approximately $83,000 of prior
        year
        taxes expensed in 2004 resulting from a billing error on the part of the
        taxing
        authority. The weighted average interest rate on the Columbia Partnership’s
        first mortgage was approximately 1.12% in 2004 as compared to approximately
        .99%
        in 2003. As of December 31, 2004, the occupancy of Fieldpointe Apartments
        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).
 
 Year
        Ended December 31, 2003
 
 During
        2003, the Columbia Partnership's and the Carrollton Partnership's operations
        resulted in net income of approximately $1,005,000 and approximately $52,000,
        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 $616,000
        and approximately $414,000, respectively. Accordingly, the Columbia Partnership
        and the Carrollton Partnership generated income from operating activities
        prior
        to financial expenses and depreciation and amortization of approximately
        $3,280,000 and approximately $1,082,000, respectively. Mortgage principal
        payments during 2003 for the Columbia Partnership and the Carrollton Partnership
        were approximately $371,000 and approximately $163,000, 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 $2,057,000 during 2003; such amount includes
        cash flow from discontinued operations.
  8
 
 Results
        of operations for the year ended December 31, 2003 reflect a decline as compared
        to the year ended December 31, 2002. Rental revenue in 2003 includes a
        termination fee of approximately $221,000 in connection with one of the Columbia
        Partnership’s commercial tenants (see discussion above). The events of September
        11, 2001 and the resulting impact on the Manhattan economy led to a decrease
        in
        average rent escalations upon lease renewals as compared to prior years,
        as well
        as an increase in concessions. In order to maintain high occupancy levels,
        Columbia management employed aggressive marketing strategies, which included
        rental concessions. The Columbia Partnership’s real estate taxes increased by
        approximately $223,000 in 2003 as compared to 2002, while the property insurance
        incurred by the Operating Partnerships increased by approximately $32,000
        combined. Financial expenses decreased primarily as a result of a decrease
        in
        the weighted average interest rate on the Columbia Partnership's first mortgage
        from approximately 1.31% in 2002 to approximately .99% in 2003. As of December
        31, 2003, the occupancy of Fieldpointe Apartments was approximately 92% and
        the
        occupancy of The Westmont was approximately 96% as to residential units and
        approximately 88% as to commercial space (see discussion above).
 
 **Inflation**
 
 Other
        than as discussed in Item 7A below, inflation is not expected to have a material
        adverse impact on Registrant's operations.
 
 **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 Standards
        (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived
        Assets." See discussion under Liquidity and Capital Resources above regarding
        the possible disposition of the properties owned by the Operating Partnerships.
        Under SFAS No. 144, the long-lived assets of the Operating Partnerships are
        classified as held for sale as of December 31, 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, 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, 2005, Registrant has the following contractual obligations
        (payments due by period):
 
 Total
              
              <
                  1 year
              
              1
                  -
                  3 years
              
              3
                  -
                  5 years
              
              >
                  5 yearsMortgages
                  Payable
              
              $
              39,634,862
              
              $
              668,279
              
              $
              1,496,162
              
              $
              1,737,846
              
              $
              35,732,575
 
 **Off
        - Balance Sheet Arrangements**
 
 None
 
 **Item
        7A**   **Quantitative
        and Qualitative Disclosures about Market Risk**
 
 The
        Partnership 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.
        Accordingly, a fluctuation in the low-floater interest rates of .25% would
        have
        a $60,500 annualized impact on the Partnership's results of
        operations.
  9
 
 **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-17 and are incorpor-ated herein by reference.
 
 **Item
        9**   **Changes
        in and Disagreements with Accountants on Accounting and Financial
        Disclosure**
 
 None.
 
 **Item
        9A**  **Controls
        and Procedures**
 
 As
        of
        December 31, 2005, under the direction of the Chief Executive Officer and
        Chief
        Financial Officer of WRRC, 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, 2005,
        and
        (ii) there has been no change in Registrant’s internal control over financial
        reporting during the quarter ended December 31, 2005 that has materially
        affected, or is reasonably likely to materially affect, such internal controls
        over financial reporting.
 
 **Item
        9B**  **Other
        Information**
 
 None.
  10
  **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
              
              58
              
              President
                  and DirectorRobert
                  H. Wilder, Jr.
              
              60
              
              Executive
                  Vice President and DirectorNeal
                  Ludeke
              
              47
              
              Treasurer
  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 the President and majority stockholder of The Richman Group, Inc. (“Richman
        Group”). 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.
  11
  The
        AIMCO General Partner
 
 Certain
        officers of Real Estate Equity Partners Inc. are set forth below.
 
 Name
              
              Age
              
              OfficeJeffrey
                  W. Adler
              
              43
              
              Executive
                  Vice President and DirectorDavid
                  Robertson
              
              40
              
              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. Prior to joining the Aimco, from 1991 to 1996,
        Mr. Robertson was a member of the investment-banking group at Smith Barney.
        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. Prior
        to
        joining Aimco, from 2000 to 2002, Mr. Adler was Vice President, Property/
        Casualty for Channelpoint, a software company.
 
 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, Sec-retary, Treasurer and
                  Director
 
 Terry
        Considine, 58, 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 the 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 the Registrant, applicable to the Registrant's principal
        executive officer, principal financial officer and comptroller or principal
        accounting officer, or persons performing similar functions. The Registrant
        will
        provide to any person without charge a copy of such code of ethics upon written
        request to the General Partner at 340 Pemberwick Road, Greenwich, Connecticut
        06831, Attention: Secretary.
 
  12
  
 **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, 2005 or during the prior two fiscal
        years.
 
 
 **Item
        12**  **Security
        Ownership of Certain Beneficial Owners and Management**
 
 a)
        As of
        December 31, 2005, affiliates of MacKenzie Patterson Fuller, Inc., with the
        address 1640 School Street, Moraga, CA 94556, own 120,949 Units, representing
        approximately 12.3% of the outstanding Units of limited partnership interest.
        No
        person or entity, other than the General Partners discussed below, was known
        by
        the Partnership 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 Equity
              
              $
              3.33
              
              
              33.3
              %Partners'
              
              
              Partners
                  L.P.Interest
                  inSecured
                  Income L.P.
              
              
              Wilder
                  Richman
              
              $
              3.33
              
              
              33.3
              %Resources
                  CorporationWRC-87A
                  Corporation
              
              $
              3.34
              
              
              33.4
              %
  *General
                  Partners as a class have a 1% interest in all profits, losses and
                  distributions of the Partnership.
 
 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 with Management**
 
 The
        General Partners and their affiliates are entitled to receive certain
        compensation, fees and reimbursements of ex-penses. The Part-nership incurred
        $98,437 in connection with investor services payable to an affiliate of the
        General Partners for the year ended December 31, 2005. Information re-garding
        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 incorpora-ted her-ein 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,
        2005
        allocated to each of the General Partners was approximately
        $4,100.
  13
  Transactions
        with Affiliates of Management
 
 WRMC,
        Inc. ("WRMC"), an affiliate of certain General Partners, was the managing
        agent
        of Fieldpointe Apartments in 2005. In connection with these services, WRMC
        earned management and reporting fees of $115,166 in 2005.
 
 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 Apartments in 2005. In connection
        with such insurance coverage, Carrollton incurred $103,336 in premiums for
        the
        year ended December 31, 2005.
 
 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,
        2005.
 
 
 **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, 2005
        and
        2004:
 
 2005
              
              2004Audit
                  Fees
              
              $
              22,500
              
              $
              16,500Audit-Related
                  Fees
              
              
              --
              
              
              --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.
        Tax
        fees generally represent fees for annual tax return preparation. There were
        no
        other accounting fees incurred by Registrant in 2005 and 2004.
 
 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 2005 and 2004 audit fees.
  14
 
 **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 Devel-oper General Partner, incorporated by reference
                  to
                  Ex-hibit 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, incorpor-ated by reference to Exhibit
                  10(B)
                  of Form S-11.10(F)
              Form
                  of Guaranteed Investment Contract Escrow Agree-ment, 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 cer-tain 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, in-corporated 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.
  15
 
 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.(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 Assoc-iates, incorporated
                  by
                  reference to Exhibit 28 of Form S-11.(31.1)
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer.(31.2)
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer.(32.1)
              Section
                  1350 Certification of Chief Executive Officer.(32.2)
              Section
                  1350 Certification of Chief Financial Officer.(99.1)
              Executed
                  Agreement of Purchase and Sale of The Westmont dated January 26,
                  2006,
                  filed herein.(99.2)
              First
                  Amendment to Purchase and Sale Agreement of The Westmont dated
                  February 8,
                  2006, filed herein.
  16
 
 SIGNATURES
 
 
 Pursuant
        to the require-ments 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 18th day of April
        2006.
 
 
 SECURED
                  INCOME L.P.By:
              Wilder
                  Richman Resources Corporation, General PartnerBy:/s/Richard
                  Paul RichmanRichard
                  Paul Richman - Chief Executive OfficerBy:/s/Neal
                  LudekeNeal
                  Ludeke - Chief Financial OfficerBy:
              WRC-87A
                  Corporation, General PartnerBy:/s/Richard
                  Paul RichmanRichard
                  Paul Richman - Executive Vice President and
                  Treasurer
  17
 
 **CONSOLIDATED
        FINANCIAL STATEMENTS AND**
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **DECEMBER
        31, 2005, 2004 AND 2003**
  F-1
  **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' Deficit**
              F-6**Consolidated
                  Statements of Cash Flows**
              F-7**Notes
                  to Consolidated Financial Statements**
              F-9
  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, 2005, and 2004 and the related consolidated statements
        of
        operations, partners’ deficit and cash flows for each of the three years in the
        period ended December 31, 2005. 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, 2005 and 2004 and the results of their
        operations, changes in their partners’ deficit and their cash flows for each of
        the three years in the period ended December 31, 2005, in conformity with
        accounting principles generally accepted in the United States of
        America.
 
 
 /s/
        Reznick Group, P.C.
 
 
 Bethesda,
        Maryland
 April
        14,
        2006
  F-3
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 **DECEMBER
        31, 2005 AND 2004**
  **Notes**
              
              **2005**
              
              **2004****ASSETS**Property
                  and equipment, net of accumulated depreciation
              
              
              3,6
              
              
              
              
              $
              $
                  19,779,313Cash
                  and cash equivalents
              
              
              9,10
              
              
              2,800,279
              
              
              3,189,581Restricted
                  assets and funded reserves
              
              
              5,6,10
              
              
              1,997,080
              
              
              1,130,638Tenant
                  security deposits
              
              
              
              
              
              
              
              
              583,295Accounts
                  receivable
              
              
              10
              
              
              30,131
              
              
              21,695Due
                  from affiliate
              
              
              7
              
              
              
              
              
              28,677Prepaid
                  expenses
              
              
              
              
              
              212,154
              
              
              892,000Intangible
                  assets, net of accumulated amortization
              
              
              4
              
              
              254,170
              
              
              1,877,691Assets
                  held for sale
              
              
              2
              
              
              20,503,535$
              25,797,349
              
              $
              27,502,890**LIABILITIES
                  AND PARTNERS' DEFICIT**LiabilitiesMortgages
                  payable
              
              
              6,9
              
              
              
              
              $
              $
                  40,255,090Accounts
                  payable and accrued expenses
              
              
              
              
              
              261,410
              
              
              270,883Tenant
                  security deposits payable
              
              
              
              
              
              
              
              
              576,439Due
                  to general partners and affiliates
              
              
              7
              
              
              18,365
              
              
              22,990Deferred
                  revenue
              
              
              
              
              
              
              
              
              68,736Liabilities
                  held for sale
              
              
              2,6
              
              
              40,297,33040,577,105
              
              
              41,194,138Commitments
                  and contingencies
              
              
              6,7,8,9Partners'
                  deficit
              
              
              8Limited
                  partners (984,369 units issued and outstanding)
              
              
              
              
              
              (13,051,162
              )
              
              (12,003,510
              )General
                  partners
              
              
              
              
              
              (1,728,594
              )
              
              (1,687,738
              )(14,779,756
              )
              
              (13,691,248
              )$
              25,747,349
              
              $
              27,502,890
 
 
 See
        notes
        to consolidated financial statements.
  F-4
  SECURED
        INCOME L.P. AND
        SUBSIDIARIES
  **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **YEARS
        ENDED DECEMBER 31, 2005, 2004 AND 2003**
  **Notes**
              
              **2005**
              
              **2004**
              
              **2003****OPERATIONS****REVENUE**Interest
              
              
              
              
              $
              73,656
              
              $
              30,479
              
              $
              37,303**EXPENSES**Administration
                  and management
              
              
              
              
              
              180,578
              
              
              87,240
              
              
              66,757Depreciation
                  and amortization
              
              
              
              
              
              31,500
              
              
              31,500
              
              
              31,500TOTAL
                  EXPENSES
              
              
              
              
              
              212,078
              
              
              118,740
              
              
              98,257**LOSS
                  FROM CONTINUING OPERATIONS**
              
              
              
              
              
              (138,422
              )
              
              (88,261
              )
              
              (60,954
              )**DISCONTINUED
                  OPERATIONS**
              
              
              2**REVENUE**Rental
              
              
              
              
              
              8,443,013
              
              $
              8,180,068
              
              $
              8,382,541Other
              
              
              
              
              
              111,435
              
              
              104,983
              
              
              133,796TOTAL
                  REVENUE
              
              
              
              
              
              8,554,448
              
              
              8,285,051
              
              
              8,516,337**EXPENSES**Administration
                  and management
              
              
              7
              
              
              854,535
              
              
              900,009
              
              
              878,447Operating
                  and maintenance
              
              
              
              
              
              1,537,744
              
              
              1,585,960
              
              
              1,542,487Taxes
                  and insurance
              
              
              
              
              
              1,944,917
              
              
              2,034,675
              
              
              1,750,931Financial
              
              
              6
              
              
              1,961,500
              
              
              1,704,452
              
              
              1,716,465Depreciation
                  and amortization
              
              
              3,4
              
              
              1,584,665
              
              
              1,583,658
              
              
              1,588,775TOTAL
                  EXPENSES
              
              
              
              
              
              7,883,361
              
              
              7,808,754
              
              
              7,477,105**INCOME
                  FROM DISCONTINUED **OPERATIONS****
              
              
              
              
              
              671,087
              
              
              476,297
              
              
              1,039,232**NET
                  INCOME**
              
              
              
              
              $
              532,665
              
              $
              388,036
              
              $
              978,278**NET
                  INCOME ATTRIBUTABLE TO**General
                  partners
              
              
              8
              
              $
              5,327
              
              $
              3,880
              
              $
              9,783Limited
                  partners
              
              
              8
              
              
              527,338
              
              
              384,156
              
              
              968,495$
              532,665
              
              $
              388,036
              
              $
              978,278NET
                    INCOME ALLOCATED PER UNITOF
                    LIMITED PARTNERSHIP INTEREST
              
              
              
              
              $
              .54
              
              $
              .39
              
              $
              .98**NET
                        LOSS FROM CONTINUING****OPERATIONS
                        ALLOCATED PER UNIT OF LIMITED
                        PARTNERSHIP INTEREST**
              
              
              8
              
              $
              (.14
              )
              $
              (.09
              )
              $
              (.06
              )Weighted
                  number of units outstanding
              
              
              
              
              
              984,369
              
              
              984,369
              
              
              984,369
 
 See
        notes
        to consolidated financial statements.
  F-5
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **CONSOLIDATED
        STATEMENTS OF PARTNERS' DEFICIT**
 **YEARS
        ENDED DECEMBER 31, 2005, 2004 AND 2003**
 
 **Limited**
              
              **General****Total**********
              
              **partners**
              
              **partners**Partners'
                  deficit, December 31, 2002
              
              $
              (11,547,333
              )
              $
              (10,206,181
              )
              $
              (1,341,152
              )Distributions
                  to partners
              
              
              (1,849,222
              )
              
              (1,574,990
              )
              
              (274,232
              )Net
                  income
              
              
              978,278
              
              
              968,495
              
              
              9,783Partners'
                  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
              )
  See
        notes
        to consolidated financial statements.
  F-6
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **YEARS
        ENDED DECEMBER 31, 2005, 2004 AND 2003**
 
 
 **** **** ****
 
  
 **2005**
              
              **2004**
              
              **2003****CASH
                FLOWS FROM OPERATING
                ACTIVITIES**Net
                  income
              
              $
              532,665
              
              $
              388,036
              
              $
              978,278Adjustments
                  to reconcile net income to net cash provided by operating
                  activitiesDepreciation
                  and amortization
              
              
              1,616,165
              
              
              1,615,158
              
              
              1,620,275Increase
                  in
                  restricted assets and funded reserves
              
              
              (866,442
              )
              
              (138,192
              )
              
              (404,603
              )Increase
                  in
                  tenant security deposits
              
              
              (25,807
              )
              
              (8,116
              )
              
              (1,276
              )Decrease
                  (increase) in accounts receivable
              
              
              (8,436
              )
              
              27,016
              
              
              (3,865
              )Increase
                  (decrease) in prepaid expenses
              
              
              675,720
              
              
              32,520
              
              
              (169,600
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              (13,981
              )
              
              (74,824
              )
              
              14,029Increase
                  (decrease) in tenant security deposits payable
              
              
              29,247
              
              
              10,798
              
              
              (4,290
              )Decrease
                  in due
                  to general partners and affiliates
              
              
              (4,625
              )
              
              (34,975
              )
              
              (114,340
              )Decrease
                  in
                  deferred revenue
              
              
              (11,954
              )
              
              (11,954
              )
              
              (11,954
              )Net
                  cash provided by operating activities
              
              
              1,922,552
              
              
              1,805,467
              
              
              1,902,654**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Repayment
                  (advance) to affiliate
              
              
              28,677
              
              
              (28,677
              )Capital
                  expenditures
              
              
              (99,130
              )
              
              (79,660
              )
              
              (59,248
              )Net
                  cash used in investing activities
              
              
              (70,453
              )
              
              (108,337
              )
              
              (59,248
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Mortgage
                  principal payments
              
              
              (620,228
              )
              
              (575,672
              )
              
              (534,358
              )Distributions
                  to partners
              
              
              (1,621,173
              )
              
              (1,661,007
              )
              
              (1,849,222
              )Net
                  cash used in financing activities
              
              
              (2,241,401
              )
              
              (2,236,679
              )
              
              (2,383,580
              )**NET
                    DECREASE IN CASH AND**CASH EQUIVALENTS
              
              
              (389,302
              )
              
              (539,549
              )
              
              (540,174
              )Cash
                  and cash equivalents at beginning of year
              
              
              3,189,581
              
              
              3,729,130
              
              
              4,269,304**CASH
                  AND CASH EQUIVALENTS****AT
                  END OF YEAR**
              
              $
              2,800,279
              
              $
              3,189,581
              
              $
              3,729,130**SUPPLEMENTAL
                  INFORMATION**Financial
                  expenses paid
              
              $
              1,962,434
              
              $
              1,709,060
              
              $
              1,718,962
  See
        notes
        to consolidated financial statements.
  F-7
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS - CONTINUED**
 **YEARS
        ENDED DECEMBER 31, 2005, 2004 AND 2003**
 
 
  **2005**
              
              **2004**
              
              **2003****CASH
                  FLOWS FROM DISCONTINUED OPERATIONS**Net
                  cash provided by operating activities
              
              $
              2,060,591
              
              $
              1,893,064
              
              $
              2,048,425Net
                  cash used in investing activities
              
              $
              (70,453
              )
              $
              (108,337
              )
              $
              (59,248
              )Net
                  cash used in financing activities
              
              $
              (1,852,151
              )
              $
              (1,674,281
              )
              $
              (2,274,914
              )
 
 The
        amounts reflected above are included in the consolidated statements of cash
        flows as presented on page F-7.
 
 See
        notes
        to consolidated financial statements.
  F-8
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **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.
 
 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
        operates under the name of The Westmont.
 
 Columbia
        and Carrollton (collectively the “Operating Partnerships”) have underlying
        mortgages which qualify for tax-exempt financing as a result of restricting
        at
        least 20% of their apartment units for low to moderate income tenants as
        defined
        in applicable guidelines.
 
 In
        January 2006, the Columbia Partnership entered into an agreement to sell
        The
        Westmont to a New York Stock Exchange limited real estate investment trust
        for a
        price of $87,750,000, subject to customary adjustments. The closing of the
        transaction is subject to certain customary conditions, including the consent
        of
        Columbia’s lender to the assumption of Columbia’s mortgages (see Note 6) by the
        purchaser. The Columbia Partnership anticipates that, subject to the
        satisfaction or waiver of the various conditions, the sale will be consummated
        during the third calendar quarter of 2006. Carrollton has recently entered
        negotiations to sell Fieldpointe Apartments for a purchase price of $27,100,000.
        The disposition of The Westmont and Fieldpointe Apartments (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
        is
        being enacted in 2006 considering the activities discussed above. Following
        the
        sale of the Complexes, if consummated, the Partnership intends to distribute
        the
        net proceeds to which it is entitled under the respective partnership agreements
        of the Operating Partnerships to its limited and general partners, in accordance
        with the terms and conditions of the Partnership’s limited partnership
        agreement. After making the distributions, the Partnership intends to dissolve.
        The offers indicate that the carrying amount of these long-lived assets is
        recoverable based on applying the standard accounting tests for impairment.
        Due
        to the likelihood of the sales of the Complexes and the Partnership’s plans to
        dissolve upon such sales and the winding up the business of the Partnership,
        the
        assets and liabilities of the Complexes are classified as held for sale in
        the
        accompanying consolidated balance sheet as of December 31, 2005. However,
        as the
        dissolution of the Partnership was not imminent as of December 31, 2005,
        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 deficit has been allocated to the general partner
        of the
        Partnership for all periods presented.
  F-9
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **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
        as of December 31, 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.
 Land,
        buildings and improvements 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 provided for in
        amounts sufficient to relate the cost of depreciable assets 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 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.
 
 Other
        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.
 
 Impairment
        of Long-Lived Assets
 
 In
        accordance with Statement of Financial Standards (“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 as of December 31, 2005 as a result of the potential
        disposition of the Operating Properties.
 
 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 is being accreted
        to
        revenue over the lease term.
 
 Leases
 
 Tenant
        leases are treated as operating leases. Rental revenue is reported when earned
        and expenses are charged to operations as incurred.
  F-10
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **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
        2005, 2004 and 2003. Losses are allocated to limited partners until such
        time as
        the limited partners' equity reaches zero as a result of loss
        allocations.
 
 Reclassifications
 
 Certain
        prior year amounts have been reclassified to conform to the current year
        presentation.
 
 
 **Note
        2 - Discontinued Operations**
 
 The
        following represents the detail of the assets and liabilities that are
        classified as discontinued operations because the assets and liabilities
        of the
        Operating Partnerships are classified as held for sale as of December 31,
        2005
        (see Note 1):
 
  
 ASSETSProperty
                  and equipment, net of accumulated depreciation
              
              $
              18,384,575Tenant
                  security deposits
              
              
              609,102Prepaid
                  expenses
              
              
              4,126Intangible
                  assets, net of accumulated amortization
              
              
              1,505,732$
              20,503,535LIABILITIESMortgages
                  payable
              
              $
              39,634,862Tenant
                  security deposits payable
              
              
              605,686Deferred
                  revenue
              
              
              56,782$
              40,297,330
  F-11
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        2 - Discontinued Operations (continued)**
 
 The
        following represents net income from discontinued operations allocated to
        Units
        of limited partnership interest for each of the three years in the period
        ending
        December 31, 2005; weighted number of Units outstanding in each year is
        984,369:
 
 2005
              
              2004
              
              2003Net
                  income from discontinued operations allocated per unit of limited
                  partnership interest
              
              $
              .68
              
              $
              .48
              
              $
              1.04
 
 **Note
        3 - Property and Equipment**
 
 Property
        and equipment as of December 31, 2005 and 2004 are summarized as
        follows:
 
 2005
              
              2004Land
              
              $
              6,057,940
              
              $
              6,057,940Buildings
                  and improvements
              
              
              37,290,506
              
              
              37,186,868Furniture
                  and equipment
              
              
              1,643,607
              
              
              1,643,60744,992,053
              
              
              44,888,415Less
                  accumulated depreciation
              
              
              26,607,478
              
              
              25,109,102$
              18,384,575
              
              $
              19,779,313
 
 Depreciation
        for the years 2005, 2004 and 2003 was $1,498,376, $1,497,306 and $1,502,423,
        respectively. Property and equipment as of December 31, 2005 is included
        in
        assets held for sale in the accompanying consolidated balance sheet as of
        December 31, 2005 (see Note 2). Once classified as held for sale, depreciation
        of the assets ceases. The accompanying consolidated statement of operations
        for
        the year ended December 31, 2005 includes a full year of
        depreciation.
 
 **Note
        4 - Intangible Assets**
 
 Intangible
        assets as of December 31, 2005 and 2004 are summarized as follows:
  2005
              
              2004Acquisition
                  fees
              
              $
              787,495
              
              $
              787,495Mortgage
                  costs
              
              
              2,159,285
              
              
              2,159,285Leasing
                  costs
              
              
              269,265
              
              
              269,2653,216,045
              
              
              3,216,045Less
                  accumulated amortization
              
              
              1,456,143
              
              
              1,338,354$
              1,759,902
              
              $
              1,877,691
 
 Amortization
        for the years ended December 31, 2005, 2004 and 2003 was $117,789, $117,852
        and
        $117,852, respectively. Intangible assets of $1,505,732 as of December 31,
        2005
        are included in assets held for sale in the accompanying consolidated balance
        sheet as of December 31, 2005 (see Note 2).
  F-12
  
 **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        5 - Restricted Assets and Funded Reserves**
 
 Restricted
        assets and funded reserves (see Note 6) as of December 31, 2005 and 2004
        are
        summarized as follows:
 
 2005
              
              2004Escrows
                  held by mortgage lenders
              
              $
              1,538,986
              
              $
              721,807Self-escrowed
                  funds
              
              
              221,407
              
              
              221,407Interest
                  rate cap account
              
              
              236,687
              
              
              187,424$
              1,997,080
              
              $
              1,130,638
 
 **Note
        6 - 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 at December 31, 2005 and 2004 is $8,878,452 and $9,062,436,
        respectively.
 
 Columbia
 
 Columbia
        is 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 matures in July 2030 and requires monthly payments
        of
        interest only until the maturity of the Second Mortgage (see below). After
        such
        maturity, a monthly principal reserve fund deposit will be required in an
        amount
        to be determined at that time. The interest rate is based on a weekly variable
        low floater index, with a weighted average of approximately 2.38% in 2005,
        approximately 1.12% in 2004 and approximately .99% in 2003. In connection
        with
        the First Mortgage, the Columbia Partnership purchased an interest rate cap,
        such that the rate cannot exceed 6.54% through June 1, 2006. In addition
        to the
        interest expense and tax and insurance escrows, monthly payments totaling
        approximately $19,900 are required, which payments include the credit
        enhancement fee and are included in financial expenses in the accompanying
        consolidated statements of operations. The Second Mortgage bears interest
        at
        8.07% and requires monthly principal and interest payments of $82,054 through
        maturity in July 2015. The balance of the First Mortgage as of December 31,
        2005
        and 2004 is $24,200,000. The balance of the Second Mortgage as of December
        31,
        2005 and 2004 is $6,556,410 and $6,992,654, respectively.
 
 Aggregate
        annual mandatory maturities on the Carrollton and Columbia Mortgages as of
        December 31, 2005 are as follows:
 
 2006
              
              $
              668,2792007
              
              
              720,1202008
              
              
              776,0422009
              
              
              836,3762010
              
              
              901,470Thereafter
              
              
              35,732,575$
              39,634,862
  The
        carrying amount of the mortgages approximates fair value.
  F-13
 
 **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        7 - Related Party Transactions**
 
 Due
        to
        general partners and affiliates as of December 31, 2005 and 2004 consists
        of
        certain payables as follows:
  2005
              
              2004Columbia
                  management fees and reimbursable expenses
              
              $
              -
              
              $
              22,196Investor
                  services fee
              
              
              18,365
              
              
              -Carrollton
                  management fees
              
              
              -
              
              
              794$
              18,365
              
              $
              22,990
 
 The
        management agent for Fieldpointe Apartments 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 $115,166, $112,980 and $110,492 were charged to operations during 2005,
        2004
        and 2003, respectively. Accrued management fees as of December 31, 2004 are
        $794.
 
 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, 2005. The charges to operations
        amounted to $178,718, $170,861 and $180,084 during 2005, 2004 and 2003,
        respectively. As of December 31, 2004, accrued management fees and other
        expenses paid on behalf of Columbia are $22,196.
 
 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 is $98,437 per year. The Partnership paid
        the
        affiliate $98,437, $142,694 and $198,437 during 2005, 2004 and 2003,
        respectively, which includes amounts incurred and recorded in prior years
        for
        2004 and 2003.
 
 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 and umbrella insurance coverage
        provided to Carrollton. In connection with such insurance coverage, Carrollton
        incurred $103,336, $94,409 and $87,411 in premiums for the years ended December
        31, 2005, 2004 and 2003, respectively.
 
 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 is reflected as due from affiliate in the accompanying balance sheet
        as
        of December 31, 2004 and was repaid in 2005.
 
 **Note
        8 - Partners' 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.
  F-14
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        8 - Partners' Deficit (continued)**
 
 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.
        Including a distribution anticipated to be made to the Unit holders in April
        2006, the Partnership will have made a distribution to the limited partners
        of
        approximately 8% for each of the years ended December 31, 2005, 2004 and
        2003.
 
 
 **Note
        9 - Commitments and Contingencies**
 
 Lender
        Restrictions and Requirements
 
 Carrollton
        and Columbia are 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, 2005, the Partnership has $795,721 in cash and cash equivalents
        which are deposited in interest-bearing accounts with an institution which
        is
        not insured by the Federal Deposit Insurance Corporation **** ("FDIC").
        As of **** December
        31, 2005, Carrollton has $743,976 in excess of FDIC insurance limits at two
        banks.
 
 Long-term
        Leases
 
 The
        commercial space and parking garage at Columbia are leased to tenants under
        the
        terms of noncancellable operating leases expiring on various dates through
        2011.
        Future minimum rental payments as of December 31, 2005 are as
        follows:
 
 2006
              
              $
              722,0002007
              
              
              750,0002008
              
              
              709,0002009
              
              
              594,0002010
              
              
              555,000Thereafter
              
              
              832,000$
              4,162,000
 
 Income
        recognized under the garage and commercial space for the years 2005, 2004
        and
        2003 was $776,714, $729,568 and $983,881, respectively.
  F-15
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        10 - 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, 2005 and 2004 are disclosed elsewhere in the financial
        statements.
 
 
 **Note
        11 - 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, 2005, 2004 and 2003
        is
        as follows:
 
 2005
              
              
              2004
              
              
              2003Financial
                  statement net income
              
              $
              532,665
              
              $
              388,036
              
              $
              978,278Difference
                    in depreciation for income tax purposesbased on estimated useful
                    life
              
              
              229,326
              
              
              (86,042
              )
              
              (86,148
              )Excess
                      depreciation for financial reportingpurposes due to purchase
                      accounting treatment, net of excess tax depreciation resulting
                      from a
                      step-up in basis
              
              
              356,906
              
              
              331,013
              
              
              329,753Deferred
                  revenue
              
              
              (11,954
              )
              
              (11,954
              )
              
              (11,954
              )Payment
                      of related party expense items notdeductible until paid for tax
                      purposes under Internal Revenue Code Section 267
              
              
              18,363
              
              
              (47,403
              )
              
              (92,589
              )Amounts
                    allocated to other partners ofCarrollton and Columbia and
                    other
              
              
              (25,911
              )
              
              457
              
              
              (18,343
              )Income
                  as shown on tax return
              
              $
              1,099,395
              
              $
              574,107
              
              $
              1,098,997
  F-16
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**
 **DECEMBER
        31, 2005, 2004 AND 2003**
 
 
 **Note
        11 - 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, 2005 and 2004 is as follows:
 
 
 
 2005
              
              
              2004Financial
                  statement carrying amount of assets
              
              $
              25,797,349
              
              $
              27,502,890Difference
                  which consists principally of the utilization of purchase accounting
                  for
                  financial statement purposes, net of a step-up in basis recorded
                  for tax
                  purposes
              
              
              (9,583,998
              )
              
              (10,151,864
              )Tax
                  basis of assets
              
              $
              16,213,351
              
              $
              17,351,026
 
 **Note
        12 - 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
              
              Quarter2005Total
                  revenue
              
              $
              2,129,075
              
              $
              2,144,387
              
              $
              2,141,696
              
              $
              2,212,946Loss
                    from continuingoperations
              
              
              (40,674
              )
              
              (24,576
              )
              
              (62,510
              )
              
              (10,662
              )Net
                  income
              
              
              171,186
              
              
              116,079
              
              
              80,767
              
              
              164,633Net
                    income per unit oflimited partnership interest
              
              
              .17
              
              
              .12
              
              
              .08
              
              
              .172004Total
                  revenue
              
              $
              2,031,333
              
              $
              2,069,693
              
              $
              2,087,233
              
              $
              2,127,271Loss
                    from continuingoperations
              
              
              (16,358
              )
              
              (19,274
              )
              
              (29,064
              )
              
              (23,565
              )Net
                  income (loss)
              
              
              194,643
              
              
              (13,390
              )
              
              154,491
              
              
              52,292Net
                    income (loss) per unit oflimited partnership
                    interest
              
              
              .20
              
              
              (.02
              )
              
              .16
              
              
              .05
 
 F-17