**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, 2007**





OR





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d)OF
                THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      transition period from ________ to ________.





**0-17412**


(Commission
      File Number)





**Secured
      Income L.P.**


(Exact
      name of registrant as specified in its governing instruments)




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




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




Registrant's
                  telephone number, including area code:
              
              **(203)
                  869-0900**Securities
                  registered pursuant to Section 12(b) of the Act:
              
              **None**(Title
                  of each Class)Securities
                  registered pursuant to Section 12(g) of the Act:




**Units
      of Limited Partnership Interest**


(Title
      of
      Class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No
x





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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes xN o
o





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





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





Large
      Accelerated Filer o Accelerated
      Filer o Non-Accelerated
      Filer o  Smaller
      Reporting Company x





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





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





Documents
      incorporated by reference:




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









**PART
      I**





**Item
      1**  **Business**





General
      Development of Business and Narrative Description of Business





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





Registrant
      was organized to invest in multi-family residential housing complexes (the
      "Complexes") by acquiring approximately 99% of the limited partnership interest
      (the "Operating Partnership Interest") in limited partnerships that own and
      operate such Complexes (the "Operating Partnerships"). Registrant invested
      in
      Carrollton X Associates Limited Partnership (the "Carrollton Partnership"),
      which owns Fieldpointe Apartments (“Fieldpointe”), and Columbia Westmont
      Associates, L.P., formerly Columbia Associates (the "Columbia Partnership"),
      which owned The Westmont. The Columbia Partnership sold The Westmont in July
      2006 and was dissolved in 2007. WRC-87A Corporation is a special limited partner
      of each Operating Partnership and has certain rights in connection therewith.
      Pursuant to Rule 12b-23 of the Securities and Exchange Commission's General
      Rules and Regulations promulgated under the Securities Exchange Act of 1934,
      as
      amended, the description of Registrant's business set forth under the heading
      "Investment Objectives and Policies" at pages 20 through 30 of the prospectus,
      dated March 5, 1987 (the "Prospectus"), is incorporated herein by reference.





Pursuant
      to Registrant’s Prospectus, as supplemented on October 2, 1987, December 15,
      1987 and March 29, 1988, Registrant offered up to $50 million of units of
      limited partnership interest in Registrant (the "Units") at an offering price
      of
      $20 per Unit. The Units were registered under the Securities Act of 1933
      pursuant to a Registration Statement on Form S-11 (Registration No. 33-9602).





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





Financial
      Information About Industry Segments





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




Competition





Information
      regarding competition, general risks, tax risks and partnership risks is set
      forth under the heading "Risk Factors" at pages 37 through 48 of the Prospectus,
      which is incorporated herein by reference. See discussion below in Item
      1A.





Compliance
      with Environmental Protection Provisions





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





Employees
      of Registrant





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




2




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





Risks
      of Real Estate Investments and High Leverage





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





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





Lack
      of Geographic Diversity and Acts of Terrorism





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





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





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





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





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




**Item
      1B**  **Unresolved
      Staff Comments**





Not
      applicable




3




**Item
      2**  **Properties**





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





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





The
      mortgage financing of the Carrollton Partnership was financed from the sale
      of
      tax-exempt bonds pursuant to the terms of Section 103(b)(4)(a) of the Internal
      Revenue Code. The mortgage in the original amount of $10,494,100, bearing fixed
      6.09% interest and maturing in February 2028, is insured by the United States
      Department of Housing and Urban Development ("HUD") under Section 221(d)(4)
      of
      the National Housing Act, as amended. Under the terms of the financing, 80%
      of
      the units are permitted market rate rents and 20% of the units are to be rented
      to people earning no more than the low or moderate income levels within the
      meaning of Section 103(b)(4)(a) of the Internal Revenue Code. Fieldpointe’s
      occupancy rate was approximately 98% as of December 31, 2007.





The
      Westmont, which was owned by the Columbia Partnership and which was sold in
      July
      2006, contains 163 apartment units, 9,415 square feet of commercial space,
      46
      garage parking spaces, and a penthouse with an exercise center and health club
      which offers exercise equipment, steam room, sauna, jacuzzi and a large terrace.
      The apartments feature numerous luxury amenities, including security systems,
      microwave ovens, dishwashers and hardwood floors.





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





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





As
      of
      December 31, 2007, the market rental rates of Fieldpointe were approximately
      as
      follows:




Monthly
                  Rental Rates:One-Bedroom
              
              
              $805
                  - $830Two-Bedroom
              
              
              $860
                  - $970Three-Bedroom
              
              
              $1,075
                  - $1,120


The
        low
        and moderate income rental rates as of December 31, 2007 for Fieldpointe
        fall
        within the ranges noted above.





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





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





Registrant
      is not aware of any material legal proceedings.





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





None




4




**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, 2007, there were approximately 530 record holders of Units (the
      "Limited Partners") holding an aggregate of 984,369 Units in
      Registrant.





Distributions





The
      Agreement of Limited Partnership of Registrant (the "Partnership Agreement")
      provides that all Cash Available for Distribution (as defined therein) be
      distributed quarterly to the partners in specified proportions. In May 2006
      and
      July 2006, Registrant made distributions of approximately 8% annualized to
      Unit
      holders of record as of March 31, 2006 and June 30, 2006, respectively. In
      connection with the sale of The Westmont, Registrant distributed a total of
      $42.10 per Unit in August 2006 and December 2006 to Unit holders of record
      as of
      July 14, 2006. The December 2006 distribution represents estimated New York
      State taxes that had previously been withheld from the August 2006 distribution.
      Because the distributions in connection with the sale of The Westmont included
      a
      full return of Unit holders’ invested capital, originally $20.00 per Unit,
      quarterly cash distributions were paid at an annualized rate of 8% through
      August 4, 2006, the date Unit holders received the return of their invested
      capital. On or about April 4, 2007, Registrant made a distribution to Unit
      holders of record as of December 31, 2006 that included the 8% annualized return
      from July 1, 2006 through August 4, 2006, the final distribution received by
      Registrant in connection with the sale of The Westmont and the remainder of
      the
      cash distribution received from the Carrollton Partnership in 2006. Including
      a
      distribution made to the Unit holders in April 2006, Registrant made a
      distribution to the limited partners of approximately 8% for the year ended
      December 31, 2005.





Recent
      Sales of Unregistered Securities





None




5




**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 31,2007
              
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003Total
                  revenue
              
              $
              2,735,073
              
              $
              6,209,900
              
              $
              8,628,104
              
              $
              8,315,530
              
              $
              8,353,640Net
                  income
              
              
              608,882
              
              
              58,199,517
              *
              
              532,665
              
              
              388,036
              
              
              978,278Net
                  income allocatedper
                  unit of limitedpartnership
                  interest
              
              
              .61
              
              
              58.53
              
              
              .54
              
              
              .39
              
              
              .98Income
                  (loss) from continuingoperations
              
              
              (100,185
              )
              
              86,322
              
              
              (138,422
              )
              
              (88,261
              )
              
              (60,954
              )Net
                  income (loss) from continuingoperations
                  allocated per unit oflimited
                  partnership interest
              
              
              (.10
              )
              
              .09
              
              
              (.14
              )
              
              (.09
              )
              
              (.06
              )Distributions
                  to limited partners
              
              
              354,044
              
              
              42,623,178
              
              
              1,574,990
              
              
              1,574,990
              
              
              1,574,990At
                  year end:Total
                  assets
              
              
              7,110,664
              
              
              7,199,673
              
              
              25,797,349
              
              
              27,502,890
              
              
              20,478,485Mortgages
                  payable
              
              
              8,475,132
              
              
              8,682,884
              
              
              39,634,862
              
              
              40,255,090
              
              
              40,830,762




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





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





**Liquidity
      and Capital Resources**




In
      July
      2006, the Columbia Partnership sold The Westmont for a price of $87,750,000.
      Registrant received distributions totaling $45,216,246 in July 2006 and an
      additional $81,750 in the first quarter of 2007, which represents Registrant’s
      share of the sales proceeds after retirement of certain mortgage obligations,
      payment of expenses and distributions to the general partners of the Columbia
      Partnership. In May 2006 and July 2006, Registrant made distributions of
      approximately 8% annualized to Unit holders of record as of March 31, 2006
      and
      June 30, 2006, respectively. In connection with the sale of The Westmont,
      Registrant distributed an aggregate of $42.10 per Unit in August 2006 and
      December 2006 to the Unit holders of record as of July 14, 2006. Because the
      distributions in connection with the sale of The Westmont included a full return
      of Unit holders’ invested capital, originally $20.00 per Unit, quarterly cash
      distributions were paid at an annualized rate of 8% through August 4, 2006,
      the
      date Unit holders received the return of their invested capital. On or about
      April 4, 2007, Registrant made a distribution to Unit holders of record as
      of
      December 31, 2006 that included the 8% annualized return from July 1, 2006
      through August 4, 2006, the final distribution received by Registrant in
      connection with the sale of The Westmont and the remainder of the cash
      distribution received from the Carrollton Partnership in 2006. The Columbia
      Partnership was dissolved in 2007. Since April 2006, the Carrollton Partnership
      has entered into three Agreements of Purchase and Sale to sell Fieldpointe
      at
      gross prices (before brokerage commissions and
      other selling costs )
      ranging
      from $25,500,000 to $27,100,000; however, on each occasion, the purchaser did
      not consummate the transaction. With the passage of time and apparent softening
      of purchase prices in the market, especially as a result of the decline in
      the
      condominium conversion market, the Carrollton general partners felt it was
      desirable to obtain an independent appraisal of the property. The appraisal
      estimated a market value for the property of approximately $24,500,000 (before
      any reduction for brokerage commissions and other selling costs). The Carrollton
      Partnership has also obtained a Phase I environmental report, an updated survey,
      and title commitment in contemplation of providing a due diligence package
      to
      prospective purchasers in order to provide incentive for the purchase process.
      Although the market has softened and has caused a considerably longer time
      frame
      to consummate a sale of Fieldpointe than originally anticipated, it remains
      management’s intention to sell the property. There can be no assurance that a
      sale will be completed. The disposition of The Westmont and the intention to
      dispose of Fieldpointe by their respective owners is consistent with the plan
      of
      liquidation and winding up of the business of Registrant. Following a sale
      of
      Fieldpointe, if consummated, Registrant intends to distribute the net proceeds
      to which it is entitled under the Carrollton Partnership’s partnership agreement
      to its limited and general partners, less a small reserve, in accordance with
      the terms and conditions of the Partnership Agreement. At such time, Registrant
      intends to dissolve. Due to the sale of The Westmont and the potential sale
      of
      Fieldpointe and Registrant’s plans to dissolve upon such sales and the winding
      up of the business of Registrant, certain assets and liabilities of the
      Carrollton Partnership are classified as held for sale in the accompanying
      consolidated balance sheets. Accordingly, the operations of the Operating
      Partnerships are reported as discontinued operations for the periods presented
      in the accompanying consolidated statements of operations. Such classification
      resulted in the cessation of recording depreciation of those assets as of
      January 1, 2006. However, as the dissolution of Registrant was not imminent
      as
      of December 31, 2007, the consolidated financial statements are presented
      assuming that Registrant will continue as a going concern .




6




Registrant's
      primary sources of funds are currently rents generated by Fieldpointe and
      interest derived from deposits, certain of which are restricted in accordance
      with the terms of Fieldpointe’s mortgage. Registrant's investment would normally
      be considered highly illiquid if not for the potential sale of
      Fieldpointe.





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





Although
      Registrant generated cash from operations during the year ended December 31,
      2007, cash and cash equivalents decreased by approximately $136,000 primarily
      as
      a result of distributions to the partners. Property and equipment (included
      in
      assets held for sale in the accompanying consolidated balance sheets) are no
      longer being depreciated, under accounting principles generally accepted in
      the
      United States of America, as a result of their classification as held for sale.
      Liabilities related to assets held for sale have decreased primarily as a result
      of principal payments on the Carrolton Partnership’s mortgage. Accounts payable
      and accrued expenses and due to general partners and affiliates have decreased
      in the ordinary course of operations.





**Results
      of Operations**




The
      consolidated statements of operations in the accompanying financial statements
      are presented based on the determination that Fieldpointe is held for sale
      as of
      December 31, 2007 and 2006 and that The Westmont was held for sale as of
      December 31, 2005 (and therefore reflect the operating activity of the Operating
      Partnerships as discontinued operations). Registrant intends to dissolve upon
      the sale of Fieldpointe; however, there is no assurance that Fieldpointe will
      ultimately be sold pursuant to the plan. Accordingly, the consolidated results
      of operations are presented without effect to the presentation of discontinued
      operations.


Year
        Ended December 31, 2007
 
 During
        the year ended December 31, 2007, the Carrollton Partnership’s operations
        resulted in net earnings of approximately $787,000, which includes financial
        expenses and amortization of approximately $568,000 and approximately $15,000,
        respectively. As noted above under Liquidity and Capital Resources, there
        is no
        depreciation expense for the year ended December 31, 2007 as a result of
        the
        property and equipment of the Carrollton Partnership being classified as
        held
        for sale as of December 31, 2005. Accordingly, the Carrollton Partnership
        generated earnings from operating activities prior to financial expenses
        and
        amortization of approximately $1,370,000. Mortgage principal payments during
        2007 for the Carrollton Partnership were approximately $208,000. After
        considering the mandatory mortgage principal payments and required deposits
        to
        mortgage escrows, among other things, the Carrollton Partnership generated
        cash
        flow of approximately $571,000 during year ended December 31, 2007; such
        amount
        represents primarily cash flow from discontinued operations. There can be
        no
        assurance that the level of cash flow generated by the Carrollton Partnership
        during the year ended December 31, 2007 will continue in future periods.


7




Considering
        the sale of The Westmont in July 2006, results of discontinued operations
        for
        the year ended December 31, 2007 have changed significantly as compared to
        the
        year ended December 31, 2006. For continuing operations, interest revenue
        decreased for the year ended December 31, 2007 as compared to the year ended
        December 31, 2006 primarily as a result of interest earned on the sales proceeds
        of The Westmont in 2006. Columbia Partnership incurred a loss of approximately
        $46,000 prior to its dissolution in 2007.




As
      of
      December 31, 2007, the occupancy of Fieldpointe was approximately 98%. In the
      event a sale of Fieldpointe does not take place, the future operating results
      of
      such Complex will be extremely dependent on market conditions and therefore
      may
      be subject to significant volatility.





Year
      Ended December 31, 2006





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




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




There
      is
      no depreciation expense for the year ended December 31, 2006 as a result of
      the
      property and equipment of the Complexes owned by the Operating Partnerships
      being classified as held for sale as of December 31, 2005. Considering the
      effect of the depreciation treatment in 2006 and the sale of The Westmont in
      July 2006, results of discontinued operations for the year ended December 31,
      2006 have changed significantly as compared to the year ended December 31,
      2005.
      For continuing operations, interest revenue increased for the year ended
      December 31, 2006 as compared to the year ended December 31, 2005 primarily
      as a
      result of interest earned on the sales proceeds of The Westmont, while
      administrative and management expenses decreased primarily as a result of a
      decline in legal fees incurred in connection with the Operating Partnerships.
      As
      of December 31, 2006, the occupancy of Fieldpointe was approximately 97%.





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
      represents primarily cash flow from discontinued operations.





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




8
 
  **Inflation**
 
 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 (“GAAP”), which requires
      Registrant to make certain estimates and assumptions. A summary of significant
      accounting policies is provided in Note 1 to the consolidated financial
      statements. The following section is a summary of certain aspects of those
      accounting policies that may require subjective or complex judgments and are
      most important to the portrayal of Registrant’s financial condition and results
      of operations. Registrant believes that there is a low probability that the
      use
      of different estimates or assumptions in making these judgments would result
      in
      materially different amounts being reported in the consolidated financial
      statements.




Registrant
      records its real estate assets at cost less accumulated depreciation and, if
      there are indications that impairment exists, adjusts the carrying value of
      those assets in accordance with Statement of Financial Accounting Standard
      (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived
      Assets." See discussion under Liquidity and Capital Resources above regarding
      the disposition of The Westmont and the possible disposition of Fieldpointe.
      Under SFAS No. 144, the long-lived assets of the Carrollton Partnership are
      classified as held for sale as of December 31, 2007 and 2006 (and those of
      the
      Columbia Partnership were classified as such 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 is not recorded.
      The accompanying consolidated statements of operations for the years ended
      December 31, 2007 and 2006 do not include any depreciation, while the statement
      for the year ended December 31, 2005 includes a full year of
      depreciation.




**Recent
      Accounting Pronouncements**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair
      value, establishes a framework for measuring fair value in GAAP and expands
      disclosures about fair value measurements. SFAS 157 applies to other accounting
      pronouncements that require or permit fair value measurements. Accordingly,
      SFAS
      157 does not require any new fair value measurements. SFAS 157 is effective
      for
      fiscal years beginning after December 15, 2007. Registrant plans to adopt
      SFAS 157 beginning January 1, 2008. Registrant is currently assessing what
      impact, if any, the adoption of SFAS 157 will have on its financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115” (“SFAS 159”). SFAS 159 provides entities with an option
      to report selected financial assets and liabilities at fair value. Furthermore,
      SFAS 159 establishes presentation and disclosure requirements designed to
      facilitate comparisons between entities that choose different measurement
      attributes for similar types of assets and liabilities. SFAS 159 is effective
      for fiscal years beginning after November 15, 2007. Registrant is currently
      evaluating the impact of SFAS 159 on its financial statements.




In
      December 2007, the FASB issued SFAS No. 141(R), “Business
      Combinations” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring
      entity in a business combination to recognize the full fair value of assets
      acquired and liabilities assumed in the transaction (whether a full or partial
      acquisition); establishes the acquisition-date fair value as the measurement
      objective for all assets acquired and liabilities assumed; requires expensing
      of
      most transaction and restructuring costs; and requires the acquirer to disclose
      to investors and other users all of the information needed to evaluate and
      understand the nature and financial effect of the business combination. SFAS
      141(R) applies to all transactions or other events in which Registrant
      obtains control of one or more businesses, including those sometimes referred
      to
      as “true mergers” or “mergers of equals” and combinations achieved without the
      transfer of consideration, for example, by contract alone or through the lapse
      of minority veto rights. SFAS 141(R) applies prospectively to business
      combinations for which the acquisition date is on or after January 1, 2009.
      Registrant does not anticipate that the adoption of SFAS 141(R) will have a
      material impact on its financial statements.


In
          December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
          in Consolidated Financial Statements - an amendment of Accounting Research
          Bulletin No. 51” (“SFAS 160”). SFAS 160 requires reporting entities to
          present noncontrolling (minority) interests as equity (as opposed to as
          a
          liability or mezzanine equity) and provides guidance on the accounting
          for
          transactions between an entity and noncontrolling interests. SFAS 160 applies
          prospectively as of January 1, 2009, except for the presentation and
          disclosure requirements which will be applied retrospectively for all periods
          presented. Registrant is currently evaluating the impact of SFAS 160 on
          its
          financial statements.


9




**Contractual
      Obligations**





As
      of
      December 31, 2007, Registrant has the following contractual obligations
      (payments due by period):




Total
              
              
              <
                  1 year
              
              
              1
                  - 3 years
              
              
              3
                  - 5 years
              
              
              >
                  5 yearsMortgage
                  Payable
              
              $
              14,737,800
              
              $
              730,800
              
              $
              1,461,600
              
              $
              1,461,600
              
              $
              11,083,800




**Off
      - Balance Sheet Arrangements**





None




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





None




**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-19 and are incorporated herein by reference.




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





None




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





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




Registrant
      has carried out an evaluation, under the supervision and the participation
      of
      its management, including the Chief Executive Officer and Chief Financial
      Officer of WRRC, one of Registrant’s general partners, of the effectiveness of
      the design and operation of its disclosure controls and procedures (as defined
      in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of
      the year ended December 31, 2007. Based upon that evaluation, the Chief
      Executive Officer and Chief Financial Officer of WRRC concluded that
      Registrant’s disclosure controls and procedures were effective as of
      December 31, 2007.




**Item
        9A(T)**  **Management’s
        Annual Report on Internal Control over Financial
        Reporting**
 
 Registrant
        is responsible for establishing and maintaining adequate internal control
        over
        financial reporting, as such term is defined in Exchange Act
        Rule 13a-15(f). Under the supervision and with the participation of its
        management, including the Chief Executive Officer and Chief Financial Officer
        of
        WRRC, Registrant conducted an evaluation of the effectiveness of its internal
        control over financial reporting based on the framework set forth in *Internal
        Control - Integrated Framework* issued
        by the Committee of Sponsoring Organizations of the Treadway Commission.
        Based
        on its evaluation, management has concluded that Registrant’s internal control
        over financial reporting was effective as of December 31,
        2007.




10




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





There
      were no changes in Registrant’s internal control over financial reporting during
      the three months ended December 31, 2007 that have materially affected, or
      are reasonably likely to materially affect, Registrant’s internal control over
      financial reporting.





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





None




11




**PART
      III**





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





Registrant
      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
                
                60
                
                President
                    and DirectorRobert
                    H. Wilder, Jr.
                
                62
                
                Executive
                    Vice President and DirectorNeal
                    Ludeke
                
                49
                
                Treasurer


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





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





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





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





12


The
      AIMCO General Partner





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




Name
              
              Age
              
              OfficeThomas
                  M. Herzog
              
              45
              
              Chief
                  Executive Officer and PresidentJeffrey
                  W. Adler
              
              45
              
              Executive
                  Vice President and DirectorDavid
                  Robertson
              
              42
              
              Executive
                  Vice President and Director


Mr.
      Herzog has served as President and Chief Executive Officer of Real Estate Equity
      Partners Inc. since October 2007. Mr. Herzog was appointed Executive Vice
      President of AIMCO in July 2005 and Chief Financial Officer of AIMCO in November
      2005. In January 2004, Mr. Herzog joined AIMCO as Senior Vice President and
      Chief Accounting Officer. Prior to joining AIMCO, Mr. Herzog was at GE Real
      Estate, serving as Chief Accounting Officer & Global Controller from June
      2002 to January 2004 and as Chief Technical Advisor from March 2000 to June
      2002. Prior to joining GE Real Estate, Mr. Herzog was at Deloitte & Touche
      LLP from 1990 until 2000.





Mr.
      Adler
      is Executive Vice President and Director of Real Estate Equity Partners Inc.
      Mr. Adler was appointed Executive Vice President and Chief Property
      Operations Officer of AIMCO in December 2007, focusing on customer knowledge,
      branding, Internet, process and automation. Previously, he served as Executive
      Vice President - Conventional Property Operations of AIMCO from February 2004
      until December 2007. Mr. Adler joined AIMCO in January 2002 as Senior Vice
      President of Risk Management and added the responsibility of Senior Vice
      President, Marketing in November 2002.





Mr.
      Robertson is Executive Vice President and Director of Real Estate Equity
      Partners Inc. and served as its President and Chief Executive Officer until
      October 2007. Mr. Robertson has been Executive Vice President of AIMCO
      since February 2002, President and Chief Executive Officer of AIMCO Capital
      since October 2002 and Chief Investment Officer of AIMCO since March 2007.
      Since
      February 1996, Mr. Robertson has been Chairman of Robeks Corporation, a
      150-unit privately held chain of specialty food stores.




The
      A/WRRC General Partner





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




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





Terry
      Considine, 60, is President and Director of the A/WRRC General Partner.
      Mr. Considine has been Chairman of the Board and Chief Executive Officer of
      AIMCO since July 1994. Mr. Considine also serves as Chairman and Chief
      Executive Officer of American Land Lease, Inc., a publicly held real estate
      investment trust. Mr. Considine devotes substantially all of his time to
      his responsibilities at AIMCO.





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





Registrant
      is not aware of any family relationship between any directors and executive
      officers listed in this Item 10.





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




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




13


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




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





Registrant
      is not required to pay the officers, directors or partners of the General
      Partners any direct compensation and no such compensation was paid during the
      fiscal year ended December 31, 2007 or during the prior two fiscal
      years.




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





a)
      As of
      December 31, 2007, affiliates of MacKenzie Patterson Fuller, Inc. (“MacKenzie”),
      with the address 1640 School Street, Moraga, CA 94556, own 133,580 Units,
      representing approximately 13.6% of the outstanding Units of limited partnership
      interest. Other than MacKenzie, no person or entity, other than affiliates
      of
      the General Partners discussed below, was known by Registrant to be the
      beneficial owner of more than five percent of the Units.





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


Title
                  of Class
              
              Name
                  ofBeneficialOwner
              
              Amount
                    and
                  Nature
                    of
                  Beneficial
                  Ownership
              
              Percentage
                    of
                  Outstanding
                  General
                  Partners'
                  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 Registrant.





Affiliates
      of WRRC, WRC 87-A Corporation and certain of the Carrollton and Columbia
      Operating General Partners own 250,035 Units, representing approximately 25.4%
      of the outstanding Units of limited partnership interest as follows: West Putnam
      Housing Investors, LLC - 47,211 Units, West Putnam Housing Investors II, LLC
      -
      186,217 Units and West Putnam Housing Investors III, LLC - 16,607 Units. The
      address of these entities is 340 Pemberwick Road, Greenwich, CT
      06831.





Affiliates
      of Real Estate Equity Partners L.P. own 228,286 Units, representing
      approximately 23.2% of the outstanding Units of limited partnership interest
      as
      follows: AIMCO Bethesda Acquisition Holdings, Inc. - 225,786 and Market
      Ventures, LLC - 2,500. The address of these entities is 4582 S. Ulster St.
      Parkway, Suite 1100, Denver, Co 80237.





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




14




**Item
      13**  **Certain
      Relationships and Related Transactions**





Transactions
      with Related Persons





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





The
      General Partners and their affiliates are entitled to receive certain
      compensation, fees and reimbursements of expenses. Registrant incurred $98,437
      in connection with investor services payable to an affiliate of certain General
      Partners for the year ended December 31, 2007. Information regarding such
      compensation is set forth under the heading "Compensation And Fees To General
      Partners And Affiliates" at pages 13 through 19 of the Prospectus, which is
      incorporated herein by reference.





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





The
      taxable loss generated by Registrant during the year ended December 31, 2007
      allocated to the General Partners, in the aggregate, was approximately
      $12,000.





Review,
      Approval or Ratification of Transactions with Related Parties





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





Transactions
      with Affiliates of Management





WRMC,
      Inc. ("WRMC"), an affiliate of certain General Partners, was the managing agent
      of Fieldpointe in 2007. In connection with these services, WRMC earned
      management and reporting fees of $104,607 in 2007.





LaMere
      Associates, Inc. (“LaMere”), an insurance agency affiliate of certain General
      Partners, provided insurance brokerage services in connection with certain
      insurance coverage provided to Fieldpointe in 2007. In connection with such
      insurance coverage, Carrollton incurred $110,428 in premiums for the year ended
      December 31, 2007.





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,
      2007.




15




**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, 2007
      and
      2006:


2007
              
              
              2006Audit
                  Fees
              
              $
              30,000
              
              $
              24,000Audit-Related
                  Fees
              
              
              —
              
              $
              4,990Tax
                  Fees
              
              $
              4,000
              
              $
              2,500All
                  Other Fees
              
              
              —
              
              
              —





Audit
      fees consist of fees for the annual audit and review of Registrant’s financial
      statements and assistance with and review of documents filed with the SEC.
      Audit
      related fees were incurred for services provided in connection with the
      disposition and potential disposition of The Westmont and Fieldpointe,
      respectively. Tax fees generally represent fees for annual tax return
      preparation. There were no other accounting fees incurred by Registrant in
      2007
      and 2006.





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 2007 and 2006 principal accountant fees and
      services.




16




**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 Registrant’s Registration Statement on Form S-11 (No. 33-9602) (the
                  "Form S-11").3(B)
              
              Certificate
                  of Limited Partnership of Secured Income L.P., incorporated by
                  reference
                  to Exhibit 3(B) of Form S-11.10(A)
              
              Escrow
                  Agreement between Registrant and FirsTier Bank N.A., incorporated
                  by
                  reference to Exhibit 10(A) of Form S-11.10(B)
              
              Carrollton
                  Partnership Interest Acquisition Agreement, incorporated by reference
                  to
                  Exhibit 10(B) of Form S-11.10(C)
              
              Carrollton
                  Partnership Agreement, as amended, and guarantees to certain obligations
                  by Carrollton Developer General Partner, incorporated by reference
                  to
                  Exhibit 10(C) of Form S-11.10(D)
              
              Carrollton
                  Property Management Agreement, as amended, incorporated by reference
                  to
                  Exhibit 10(D) of Form S-11.10(E)
              
              Fieldpointe
                  Complex Financing Documents, incorporated by reference to Exhibit
                  10(B) of
                  Form S-11.10(F)
              
              Form
                  of Guaranteed Investment Contract Escrow Agreement, incorporated
                  by
                  reference to Exhibit 10(F) of Form S-11.10(G)
              
              Columbia
                  Partnership Interest Acquisition Agreement, incorporated by reference
                  to
                  Exhibit 10(G) of Form S-11.10(H)
              
              Columbia
                  Partnership Agreement and guarantee of certain obligations of Columbia
                  Developer General Partner, incorporated by reference to Exhibit
                  10(H) of
                  Form S-11.10(I)
              
              Columbia
                  Property Management Agreement, incorporated by reference to Exhibit
                  10(I)
                  of Form S-11.10(J)
              
              Columbia
                  Construction and Development Agreement, incorporated by reference
                  to
                  Exhibit 10(J) of Form S-11.10(K)
              
              Westmont
                  Complex Financing Documents, incorporated by reference to Exhibit
                  10(K) of
                  Form S-11.10(L)
              
              Westmont
                  Complex Financing Restructuring Agreement, incorporated by reference
                  to
                  Form 10-K for fiscal year ended December 31, 1992.10(M)
              
              Columbia
                  Partnership Cost-Sharing and Indemnity Agreement in connection
                  with the
                  mortgage modification dated May 27, 1993, incorporated by reference
                  to
                  Form 10-K for fiscal year ended December 31, 1993.10(N)
              
              Amendment
                  of Partnership Agreement of Columbia Partnership dated May 27,
                  1993,
                  incorporated by reference to form 10-K for fiscal year ended December
                  31,
                  1993.10(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.
  17
  10(P)
              
              Columbia
                  Partnership Financing Agreement dated May 27, 1993, incorporated
                  by
                  reference to form 10-K for fiscal year ended December 31,
                  1993.10(Q)
              
              Carrollton
                  Partnership Assignment and Modification of Deed of Trust dated
                  August 30,
                  1993, incorporated by reference to Form 10-K for fiscal year ended
                  December 31, 1993.10(R)
              
              Columbia
                  Partnership Assignment and Intercreditor Agreement dated as of
                  June 1,
                  2000.10(S)
              
              Columbia
                  Partnership Mortgage Note dated as of June 1, 2000.10(T)
              
              Columbia
                  Partnership Multifamily Note (Multistate) dated as of June 1,
                  2000.10(U)
              
              Executed
                    Agreement of Purchase and Sale of The Westmont dated January
                    26, 2006,
                    incorporated by reference to Form 10-K for the fiscal year ended
                    December
                    31, 2006.10(V)
              
              First
                  Amendment to Purchase and Sale Agreement of The Westmont dated
                  February 8,
                  2006, incorporated by reference to Form 10-K for the fiscal year
                  dated
                  December 31, 2005.(24)
              
              Power
                  of Attorney, incorporated by reference to Exhibit 25 of Form
                  S-11.(27)
              
              Financial
                  Data Schedule.(28)
              
              Market
                  Analysis dated February 1, 1985 of REDE Associates, incorporated
                  by
                  reference to Exhibit 28 of Form S-11.(31.1)
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer.**(31.2)
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer.**(32.1)
              
              Section
                  1350 Certification of Chief Executive Officer.**(32.2)
              
              Section
                  1350 Certification of Chief Financial
                  Officer.**




**Filed
      herein.





18




SIGNATURES




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, Registrant has duly caused this report to be signed on its behalf by
      the
      undersigned, hereunto duly authorized on the 15th day of April
      2008.




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




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




19




**CONSOLIDATED
      FINANCIAL STATEMENTS AND**


**REPORT
      OF** **INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM**





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





**DECEMBER
      31, 2007, 2006** **AND 2005**









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





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**




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




F-2




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Partners


Secured
      Income L.P.





We
      have
      audited the consolidated balance sheets of Secured Income L.P. and Subsidiaries
      (the “Partnership”) as of December 31, 2007 and 2006 and the related
      consolidated statements of operations, partners’ equity (deficit) and cash flows
      for each of the three years in the period ended December 31, 2007. These
      consolidated financial statements are the responsibility of the Partnership’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The
      Partnership has determined that it is not required to have, nor were we engaged
      to perform, an audit of its internal control over financing reporting. Our
      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, 2007 and 2006 and the results of their
      operations, changes in their partners’ equity (deficit) and their cash flows for
      each of the three years in the period ended December 31, 2007, in conformity
      with accounting principles generally accepted in the United States of
      America.





/s/
                Reznick Group, P.C.Bethesda,
                MarylandApril
                14, 2008




F-3




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





**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2007 AND 2006**


**Notes**
              
              **2007**
              
              **2006****ASSETS**Cash
                  and cash equivalents
              
              
              10,11
              
              $
              1,748,610
              
              $
              1,884,450Restricted
                  assets and funded reserves
              
              
              6,7,11
              
              
              673,182
              
              
              621,928Accounts
                  receivable
              
              
              11
              
              
              5,678
              
              
              30,715Prepaid
                  expenses
              
              
              
              
              
              170,539
              
              
              174,442Intangible
                  assets, net of accumulated amortization
              
              
              5
              
              
              31,220
              
              
              37,464Assets
                  held for sale
              
              
              3,4
              
              
              4,481,435
              
              
              4,450,674$
              7,110,664
              
              $
              7,199,673**LIABILITIES
                  AND PARTNERS' EQUITY (DEFICIT)**LiabilitiesAccounts
                  payable and accrued expenses
              
              
              
              
              $
              88,699
              
              $
              149,044Due
                  to general partners and affiliates
              
              
              6
              
              
              18,365
              
              
              88,016Liabilities
                  related to assets held for sale
              
              
              3,7
              
              
              8,592,152
              
              
              8,800,2068,699,216
              
              
              9,037,266Commitments
                  and contingencies
              
              
              7,8,10Partners'
                  equity (deficit)
              
              
              9Limited
                  partners (984,369 units issued and outstanding)
              
              
              
              
              
              2,191,931
              
              
              1,943,182General
                  partners
              
              
              
              
              
              (3,780,483
              )
              
              (3,780,775
              )(1,588,552
              )
              
              (1,837,593
              )$
              7,110,664
              
              $
              7,199,673


See
        notes
        to consolidated financial statements.




F-4




**SECURED
        INCOME L.P. AND SUBSIDIARIES**
  **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **YEARS
        ENDED DECEMBER 31, 2007, 2006 AND 2005**


**Notes**
            
            **2007**
            
            **2006**
            
            **2005****OPERATIONS****REVENUE**Interest
            
            
            
            
            $
            63,259
            
            $
            266,325
            
            $
            73,656**EXPENSES**Administration
                and management
            
            
            
            
            
            157,200
            
            
            161,131
            
            
            180,578Amortization
            
            
            
            
            
            6,244
            
            
            18,872
            
            
            31,500TOTAL
                EXPENSES
            
            
            
            
            
            163,444
            
            
            180,003
            
            
            212,078**INCOME
                (LOSS) FROM CONTINUING****OPERATIONS**
            
            
            
            
            
            (100,185
            )
            
            86,322
            
            
            (138,422
            )**DISCONTINUED
                OPERATIONS**
            
            
            2,3**REVENUE**Rental
            
            
            
            
            
            2,583,523
            
            
            5,840,791
            
            
            8,443,013Other
            
            
            
            
            
            88,291
            
            
            102,784
            
            
            111,435TOTAL
                REVENUE
            
            
            
            
            
            2,671,814
            
            
            5,943,575
            
            
            8,554,448**EXPENSES**Administration
                and management
            
            
            8
            
            
            400,608
            
            
            685,297
            
            
            854,535Operating
                and maintenance
            
            
            
            
            
            526,908
            
            
            1,181,372
            
            
            1,537,744Taxes
                and insurance
            
            
            
            
            
            451,706
            
            
            1,319,443
            
            
            1,944,917Financial
            
            
            7
            
            
            568,054
            
            
            1,427,301
            
            
            1,961,500Depreciation
                and amortization
            
            
            4,5
            
            
            15,471
            
            
            64,159
            
            
            1,584,665TOTAL
                EXPENSES
            
            
            
            
            
            1,962,747
            
            
            4,677,572
            
            
            7,883,661**INCOME
                      FROM DISCONTINUED OPERATIONS****BEFORE
                      GAIN ON SALE OF PROPERTY AND MINORITY
                      INTEREST**
            
            
            
            
            
            709,067
            
            
            1,266,003
            
            
            671,087**GAIN
                ON SALE OF PROPERTY**
            
            
            2
            
            
            
            
            
            66,879,530**MINORITY
                INTEREST**
            
            
            
            
            
            
            
            
            (10,032,338
            )**INCOME
                FROM DISCONTINUED OPERATIONS**
            
            
            
            
            
            709,067
            
            
            58,113,195
            
            
            671,087**NET
                INCOME**
            
            
            
            
            $
            608,882
            
            $
            58,199,517
            
            $
            532,665**NET
                INCOME ATTRIBUTABLE TO**General
                partners
            
            
            9
            
            $
            6,089
            
            $
            581,995
            
            $
            5,327Limited
                partners
            
            
            9
            
            
            602,793
            
            
            57,617,522
            
            
            527,338$
            608,882
            
            $
            58,199,517
            
            $
            532,665




—continued—




F-5


**SECURED
        INCOME L.P. AND SUBSIDIARIES**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS - CONTINUED**
 **YEARS
        ENDED DECEMBER 31, 2007, 2006 AND 2005**


**2007**
            
            
            **2006**
            
            
            **2005****NET
                INCOME ALLOCATED PER UNIT****OF
                LIMITED PARTNERSHIP INTEREST**
            
            $
            .61
            
            $
            58.53
            
            $
            .54**NET
                INCOME (LOSS) FROM CONTINUING****OPERATIONS
                ALLOCATED PER****UNIT
                OF LIMITED PARTNERSHIP****INTEREST**
            
            $
            (.10
            )
            $
            .09
            
            $
            (.14
            )**NET
                INCOME FROM DISCONTINUED****OPERATIONS
                ALLOCATED PER****UNIT
                OF LIMITED PARTNERSHIP****INTEREST**
            
            $
            .71
            
            $
            58.44
            
            $
            .68Weighted
                number of units outstanding
            
            
            984,369
            
            
            984,369
            
            
            984,369


See
      notes
      to consolidated financial statements.




F-6


**SECURED
        INCOME L.P. AND SUBSIDIARIES**
  **CONSOLIDATED
          STATEMENTS OF PARTNERS' EQUITY (DEFICIT)**
 **YEARS
            ENDED DECEMBER 31, 2007, 2006 AND 2005**


**Limited**
            
            
            **General****Total**
            
            
            **partners**
            
            
            **partners**Partners'
                deficit, December 31, 2004
            
            $
            (13,691,248
            )
            $
            (12,003,510
            )
            $
            (1,687,738
            )Distributions
                to partners
            
            
            (1,621,173
            )
            
            (1,574,990
            )
            
            (46,183
            )Net
                income
            
            
            532,665
            
            
            527,338
            
            
            5,327Partners'
                deficit, December 31, 2005
            
            
            (14,779,756
            )
            
            (13,051,162
            )
            
            (1,728,594
            )Distributions
                to partners
            
            
            (45,257,354
            )
            
            (42,623,178
            )
            
            (2,634,176
            )Net
                income
            
            
            58,199,517
            
            
            57,617,522
            
            
            581,995Partners'
                equity (deficit), December 31, 2006
            
            
            (1,837,593
            )
            
            1,943,182
            
            
            (3,780,775
            )Distributions
                to partners
            
            
            (359,841
            )
            
            (354,044
            )
            
            (5,797
            )Net
                income
            
            
            608,882
            
            
            602,793
            
            
            6,089Partners'
                equity (deficit), December 31, 2007
            
            $
            (1,588,552
            )
            $
            2,191,931
            
            $
            (3,780,483
            )




See
      notes to consolidated financial
      statements.




F-7


**SECURED
        INCOME L.P. AND SUBSIDIARIES**
  **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **YEARS
        ENDED DECEMBER 31, 2007, 2006 AND 2005**


**2007**
            
            
            **2006**
            
            
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income
            
            $
            608,882
            
            $
            58,189,517
            
            $
            532,665Adjustments
                to reconcile net income to net cashprovided
                by operating activitiesDepreciation
                and amortization
            
            
            21,715
            
            
            83,031
            
            
            1,616,165Gain
                on sale of property
            
            
            
            
            
            (66,879,530
            )Minority
                interest
            
            
            
            
            
            10,032,338Write-off
                of unamortized intangible assets
            
            
            
            
            
            1,329,849Decrease
                (increase) in restricted assetsand
                funded reserves
            
            
            (51,254
            )
            
            1,375,152
            
            
            (866,442
            )Decrease
                (increase) in tenant security deposits
            
            
            (46,232
            )
            
            483,239
            
            
            (25,807
            )Decrease
                (increase) in accounts receivable
            
            
            25,037
            
            
            (584
            )
            
            (8,436
            )Decrease
                in prepaid expenses
            
            
            3,903
            
            
            41,838
            
            
            675,720Decrease
                in accounts payable and accrued expenses
            
            
            (60,345
            )
            
            (107,858
            )
            
            (13,981
            )Increase
                (decrease) in tenant security deposits payable
            
            
            (302
            )
            
            (488,364
            )
            
            29,247Increase
                (decrease) in due to general partners and affiliates
            
            
            (42,397
            )
            
            42,397
            
            
            (4,625
            )Decrease
                in deferred revenue
            
            
            
            
            
            (56,782
            )
            
            (11,954
            )Net
                cash provided by operating activities
            
            
            459,007
            
            
            4,054,243
            
            
            1,922,522**CASH
                FLOWS FROM INVESTING ACTIVITIES**Proceeds
                from sale of property, net of closing and related costs
            
            
            
            
            
            57,048,852Receipt
                of amount due from affiliate
            
            
            
            
            
            
            
            
            28,677Capital
                expenditures
            
            
            
            
            
            (4,508
            )
            
            (99,130
            )Net
                cash provided by (used in) investing activities
            
            
            
            
            
            57,044,344
            
            
            (70,453
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Mortgage
                principal payments
            
            
            (207,752
            )
            
            (6,751,978
            )
            
            (620,228
            )Distributions
                to minority interest
            
            
            (27,254
            )
            
            (10,005,084
            )Distributions
                to partners
            
            
            (359,841
            )
            
            (45,257,354
            )
            
            (1,621,173
            )Net
                cash used in financing activities
            
            
            (594,847
            )
            
            (62,014,416
            )
            
            (2,241,401
            )**NET
                DECREASE IN CASH AND****CASH
                EQUIVALENTS**
            
            
            (135,840
            )
            
            (915,829
            )
            
            (389,302
            )Cash
                and cash equivalents at beginning of year
            
            
            1,884,450
            
            
            2,800,279
            
            
            3,189,581**CASH
                AND CASH EQUIVALENTS****AT
                END OF YEAR**
            
            $
            1,748,610
            
            $
            1,884,450
            
            $
            2,800,279




—continued—




F-8







**SECURED
        INCOME L.P. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS - CONTINUED**
 **YEARS
          ENDED DECEMBER 31, 2007, 2006 AND 2005**




**2007**
            
            
            **2006**
            
            
            **2005****SIGNIFICANT
                NONCASH INVESTING AND FINANCING****ACTIVITIES
                AND SUPPLEMENTAL INFORMATION**Financial
                expenses paid
            
            $
            568,992
            
            $
            2,695,661
            
            $
            1,962,434Mortgage
                assumed by buyer upon sale of property
            
            
            
            
            $
            24,200,000Distributions
                payable to minority interest
            
            
            
            
            $
            27,254**CASH
                FLOWS FROM DISCONTINUED OPERATIONS**Net
                cash provided by operating activities
            
            $
            636,204
            
            $
            4,897,059
            
            $
            2,060,591Net
                cash provided by (used in) investing activities
            
            
            
            
            $
            57,044,344
            
            $
            (70,453
            )Net
                cash used in financing activities
            
            $
            (616,830
            )
            $
            (52,971,356
            )
            $
            (1,852,151
            )


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




See
        notes
        to consolidated financial statements.
  F-9
  **SECURED
        INCOME L.P. AND SUBSIDIARIES**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007, 2006 AND 2005**




**Note
      1 - Organization and Summary of Significant Accounting
      Policies**





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





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





Columbia
      Westmont Associates, L.P., formerly Columbia Associates ("Columbia") was formed
      as a limited partnership on February 6, 1985 to acquire an interest in real
      property located in New York, New York and to construct and operate thereon
      a
      163 unit apartment complex which also includes a parking garage and
      approximately 9,400 square feet of commercial space. The Partnership acquired
      a
      98.9% limited partner interest in Columbia in December 1988. The complex
      operated under the name of The Westmont (see below herein Note 1 regarding
      the
      sale of The Westmont).





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




In
      July
      2006, Columbia sold The Westmont for a price of $87,750,000 ;
      the
      Partnership made distributions to its partners in 2006 from proceeds received
      in
      connection with such sale. Since April 2006, Carrollton has entered into three
      Agreements of Purchase and Sale to sell Fieldpointe at gross prices (before
      brokerage commissions and other selling costs) ranging from $25,500,000 to
      $27,100,000; however, on each occasion, the purchaser did not consummate the
      transaction. With the passage of time and apparent softening of purchase prices
      in the market, especially as a result of the decline in the condominium
      conversion market, the Carrollton general partners felt it was desirable to
      obtain an independent appraisal of the property. The appraisal estimated a
      market value for the property of approximately $24,500,000 (before any reduction
      for brokerage commissions and other selling costs). Carrollton has also obtained
      a Phase I environmental report, an updated survey, and title commitment in
      contemplation of providing a due diligence package to prospective purchasers
      in
      order to provide incentive for the purchase process. Although the market has
      softened and has caused a considerably longer time frame to consummate a sale
      of
      Fieldpointe than was originally anticipated, it remains management’s intention
      to sell the property. There can be no assurance that a sale will be completed.
      The disposition of The Westmont and the intention to dispose of Fieldpointe
      (collectively, the “Complexes”) by their respective owners is consistent with a
      plan of liquidation and winding up of the business of the Partnership, which
      plan was enacted in 2006. Following a sale of Fieldpointe, if consummated,
      the
      Partnership intends to distribute the net proceeds to which it is entitled
      under
      the Carrollton partnership agreement to its limited and general partners, in
      accordance with the terms and conditions of the Partnership’s limited
      partnership agreement (the “Partnership Agreement”). At such time, the
      Partnership intends to dissolve. The recent appraisal of Fieldpointe indicates
      that the carrying amount of the associated long-lived assets is recoverable
      based on applying the standard accounting tests for impairment. Due to the
      sale
      of The Westmont and the potential sale of Fieldpointe and the Partnership’s
      plans to dissolve upon such sales and the winding up of the business of the
      Partnership, certain assets and liabilities of Carrollton are classified as
      held
      for sale in the accompanying consolidated balance sheets. Accordingly, the
      operations of Columbia and Carrollton are reported as discontinued operations
      for current and prior periods in the accompanying consolidated statements of
      operations. That classification resulted in the cessation of recording
      depreciation of those assets as of January 1, 2006. However, as the dissolution
      of the Partnership was not imminent as of December 31, 2007, the consolidated
      financial statements are presented assuming that the Partnership will continue
      as a going concern. Columbia was dissolved during the year ended December 31,
      2007 .




F-10





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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




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





Principles
      of Consolidation





The
      consolidated financial statements include the assets, liabilities and results
      of
      operations that relate to the business of the Partnership, Carrollton and
      Columbia. All significant inter-partnership balances and transactions have
      been
      eliminated in consolidation. A general partner and special limited partner
      minority interest of 1.1% is held in each of the Operating Partnerships. 
That minority interest, except for the allocation of gain in connection with
      the
      sale of The Westmont (see discussion above herein Note 1) has been allocated
      to
      the general partners of the Partnership for all periods presented.





Property,
      Equipment and Depreciation




The
      long-lived assets of Carrollton are classified as held for sale in the
      accompanying consolidated balance sheets and are measured at the lower of their
      carrying amount or fair value less cost to sell. Once classified as held for
      sale, recording of depreciation of the assets ceases. Land, buildings and
      improvements prior to December 31, 2005 had been carried at the lower of cost
      or
      net realizable value. Net realizable value represents the net cash flow
      necessary to recover costs exclusive of debt service. Depreciation was being
      provided for in amounts sufficient to relate the cost of buildings and
      improvements to operations over their estimated service lives by use of the
      straight-line method over a 25-year life. Personal property is carried at cost
      and was being depreciated over its estimated service life of 5-7 years using
      the
      straight-line method. Improvements are capitalized, while expenditures for
      maintenance and repairs are charged to expense as incurred. Upon disposal of
      depreciable property, the appropriate property accounts are reduced by the
      related costs and accumulated depreciation and the resulting gains or losses
      are
      reflected in the consolidated statements of operations.




Intangible
      Assets and Amortization





Mortgage
      costs are amortized over the terms of the respective loans using the effective
      interest method. Acquisition fees are amortized over the useful lives of the
      respective property and equipment using the straight-line method. Leasing costs
      were being amortized over the period of the applicable leases, which ranged
      from
      5 to 12 years, using the straight-line method. As a result of the sale of The
      Westmont, certain unamortized intangible assets were charged to expense during
      the year ended December 31, 2006.





Impairment
      of Long-Lived Assets





In
      accordance with Statement of Financial Standard (“SFAS”) No. 144, “Accounting
      for the Impairment or Disposal of Long-Lived Assets,” long-lived assets,
      primarily property and equipment, are reviewed for impairment whenever events
      or
      changes in circumstances indicate that the carrying amount of the assets might
      not be recoverable. The Partnership does not perform a periodic assessment
      of
      assets for impairment in the absence of such information or indicators.
      Conditions that would necessitate an impairment assessment include a significant
      decline in the observable market value of an asset, a significant change in
      the
      extent or manner in which an asset is used, or a significant adverse change
      that
      would indicate that the carrying amount of an asset or group of assets is not
      recoverable. For long-lived assets to be held and used, the Partnership
      recognizes an impairment loss only if its carrying amount is not recoverable
      through its undiscounted cash flows and measures the impairment loss based
      on
      the difference between the carrying amount and estimated fair value. See
      discussion above under Property,
      Equipment and Depreciation regarding the long-lived assets of Carrollton being classified as held for
      sale
      in the accompanying consolidated balance sheets as a result of the potential
      disposition of Fieldpointe.





Deferred
      Revenue





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





Leases





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




F-11




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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




**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
      2007, 2006 and 2005. Losses are allocated to the limited partners until such
      time as the limited partners' equity reaches zero as a result of loss
      allocations.





Use
      of
      Estimates





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





Recent
      Accounting Pronouncements





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair
      value, establishes a framework for measuring fair value in GAAP and expands
      disclosures about fair value measurements. SFAS 157 applies to other accounting
      pronouncements that require or permit fair value measurements. Accordingly,
      SFAS
      157 does not require any new fair value measurements. SFAS 157 is effective
      for
      fiscal years beginning after December 15, 2007. The Partnership plans to
      adopt SFAS 157 beginning January 1, 2008. The Partnership is currently assessing
      what impact, if any, the adoption of SFAS 157 will have on its financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115” (“SFAS 159”). SFAS 159 provides entities with an option
      to report selected financial assets and liabilities at fair value. Furthermore,
      SFAS 159 establishes presentation and disclosure requirements designed to
      facilitate comparisons between entities that choose different measurement
      attributes for similar types of assets and liabilities. SFAS 159 is effective
      for fiscal years beginning after November 15, 2007. The Partnership is currently
      evaluating the impact of SFAS 159 on its financial statements.




In
      December 2007, the FASB issued SFAS No. 141(R), “Business
      Combinations” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring
      entity in a business combination to recognize the full fair value of assets
      acquired and liabilities assumed in the transaction (whether a full or partial
      acquisition); establishes the acquisition-date fair value as the measurement
      objective for all assets acquired and liabilities assumed; requires expensing
      of
      most transaction and restructuring costs; and requires the acquirer to disclose
      to investors and other users all of the information needed to evaluate and
      understand the nature and financial effect of the business combination. SFAS
      141(R) applies to all transactions or other events in which the Partnership
      obtains control of one or more businesses, including those sometimes referred
      to
      as “true mergers” or “mergers of equals” and combinations achieved without the
      transfer of consideration, for example, by contract alone or through the lapse
      of minority veto rights. SFAS 141(R) applies prospectively to business
      combinations for which the acquisition date is on or after January 1, 2009.
      The Partnership does not anticipate that the adoption of SFAS 141(R) will have
      a
      material impact on its financial statements.


F-12




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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




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





Recent
      Accounting Pronouncements (continued)





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
      in Consolidated Financial Statements - an amendment of Accounting Research
      Bulletin No. 51” (“SFAS 160”). SFAS 160 requires reporting entities to
      present noncontrolling (minority) interests as equity (as opposed to as a
      liability or mezzanine equity) and provides guidance on the accounting for
      transactions between an entity and noncontrolling interests. SFAS 160 applies
      prospectively as of January 1, 2009, except for the presentation and
      disclosure requirements which will be applied retrospectively for all periods
      presented. The Partnership is currently evaluating the impact of SFAS 160 on
      its
      financial statements .





**Note
      2 - Sale of The Westmont**





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





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





The
      following represents the detail of the assets of Carrollton that are classified
      as held for sale and the liabilities related to such assets in the accompanying
      consolidated balance sheets (see Note 1):




2007
              
              2006ASSETSProperty
                  and equipment, net of accumulateddepreciation
              
              $
              4,015,253
              
              $
              4,015,253Tenant
                  security deposits
              
              
              172,095
              
              
              125,863Intangible
                  assets, net of accumulated amortization
              
              
              294,087
              
              
              309,558$
              4,481,435
              
              $
              4,450,674LIABILITIESMortgage
                  payable
              
              $
              8,475,132
              
              $
              8,682,884Tenant
                  security deposits payable
              
              
              117,020
              
              
              117,322$
              8,592,152
              
              $
              8,800,206


F-13




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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**


**Note
      4 - Property and Equipment**





Property
      and equipment as of December 31, 2007 and 2006 are summarized as
      follows:




2007
            
            
            2006Land
            
            $
            1,226,061
            
            $
            1,226,061Buildings
                and improvements
            
            
            9,743,449
            
            
            9,743,449Furniture
                and equipment
            
            
            1,154,711
            
            
            1,154,71112,124,221
            
            
            12,124,221Less
                accumulated depreciation
            
            
            8,108,968
            
            
            8,108,968$
            4,015,253
            
            $
            4,015,253


Depreciation
      for the years ended December 31, 2007, 2006 and 2005 was $0, $0 and $1,498,376,
      respectively. Property and equipment is included in assets held for sale in
      the
      accompanying consolidated balance sheets (see Note 3). Once classified as held
      for sale, recording of depreciation of the assets ceases. Accordingly, the
      accompanying consolidated statements of operations for the years ended December
      31, 2007 and 2006 include no depreciation while 2005 includes a full year of
      depreciation .




**Note
      5 - Intangible Assets**





Intangible
      assets as of December 31, 2007 and 2006 are summarized as follows:


2007
              
              
              2006Acquisition
                  fees
              
              $
              156,100
              
              $
              156,100Mortgage
                  costs
              
              
              624,486
              
              
              624,486780,586
              
              
              780,586Less
                  accumulated amortization
              
              
              455,279
              
              
              433,564$
              325,307
              
              $
              347,022





Amortization
      for the years ended December 31, 2007, 2006 and 2005 was $21,715, $83,031 and
      $117,789, respectively. Intangible assets of $294,087 and $309,558 are included
      in assets held for sale in the accompanying consolidated balance sheets as
      of
      December 31, 2007 and 2006, respectively (see Note 3). Unamortized intangible
      assets of $1,329,849 were written off upon the sale of The Westmont during
      the
      year ended December 31, 2006 (see Note 2).


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





Restricted
      assets and funded reserves (see Note 7) as of December 31, 2007 and 2006
      represent escrows held by Carrollton’s mortgage lender in the amount of $673,182
      and $621,928, respectively.




F-14




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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




**Note
      7 - Mortgages Payable**





Carrollton





Carrollton
      is obligated under the terms of a note in the original amount of $10,494,100,
      which note was financed through tax exempt revenue bonds issued by the City
      of
      Frederick, Maryland and is insured by the United States Department of Housing
      and Urban Development (“HUD”). The note bears interest at 6.09% with monthly
      payments of principal and interest of $60,900 due through maturity in February
      2028. The note is collateralized by the underlying value of the real estate
      plus
      other amounts on deposit with the lender. Pursuant to agreements, Carrollton
      is
      required to make monthly escrow deposits for taxes, insurance and replacement
      of
      project assets, and is subject to restrictions as to operating policies, rental
      charges, operating expenditures and distributions to partners. The balance
      of
      the mortgage payable as of December 31, 2007 and 2006 is $8,475,132 and
      $8,682,884, respectively. Such amounts are included in liabilities related
      to
      assets held for sale in the accompanying consolidated balance sheets (see Note
      3).





Columbia





Prior
      to
      the sale of The Westmont, Columbia was obligated under the terms of two
      mortgages for which the Federal Home Loan Mortgage Corporation ("Freddie Mac")
      is the credit enhancer. Credit enhancement was provided for $24.2 million in
      tax
      exempt bonds (the “First Mortgage”) and an $8.55 million conventional mortgage
      (the “Second Mortgage”) payable to Freddie Mac. The First Mortgage was scheduled
      to mature in July 2030 and required monthly payments of interest only until
      the
      maturity of the Second Mortgage (see below). After such maturity, a monthly
      principal reserve fund deposit was to be required in an amount to be determined
      at that time. The interest rate was based on a weekly variable low floater
      index, with a weighted average of approximately 3.31% in 2006 through the date
      of sale of The Westmont (see Note 2) and approximately 2.38% in 2005. In
      connection with the First Mortgage, the Columbia Partnership purchased an
      interest rate cap, such that the rate could not exceed 6.54% through June 1,
      2006. In addition to the interest expense and tax and insurance escrows, monthly
      payments included the credit enhancement fee and are included in financial
      expenses in the accompanying consolidated statements of operations for the
      years
      ended December 31, 2006 and 2005.


The
        Second Mortgage bore interest at 8.07% and required monthly principal and
        interest payments of $82,054 through the scheduled maturity in July 2015.
        The
        Columbia mortgages were assumed by the buyer or paid off in connection with
        the
        sale of the property and Columbia incurred a prepayment penalty of
        $1,220,545 .





Aggregate
      annual mandatory maturities on the Carrollton Mortgage as of December 31, 2007
      are as follows:




2007
              
              $
              220,7632008
              
              
              234,5892009
              
              
              249,2812010
              
              
              264,8932011
              
              
              281,483Thereafter
              
              
              7,224,123$
              8,475,132




The
      carrying amount of the mortgage approximates fair value.




F-15







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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




**Note
      8 - Transactions with Affiliates**





Due
      to
      general partners and affiliates as of December 31, 2007 and 2006 consists of
      certain payables as follows:


2007
              
              
              2006Investor
                  services fee
              
              $
              18,365
              
              $
              58,401Columbia
                  minority interest owners
              
              
              
              
              
              27,254Due
                  to a general partner
              
              
              
              
              
              2,361$
              18,365
              
              $
              88,016





The
      management agent for Fieldpointe is an affiliate of two of the general partners
      and one of the Carrollton general partners. The management agent is entitled
      to
      property management fees equal to 4% of residential income collected. In
      addition, the management agent is entitled to a reporting fee of $5 per unit
      per
      month for bookkeeping and reporting services. The maximum annual management
      and
      reporting fees may not exceed 5% of gross collections. Such fees of $119,727,
      $118,348 and $115,166 were charged to operations for the years ended December
      31, 2007, 2006 and 2005, respectively.





The
      management agent for The Westmont is an affiliate of one of the Columbia general
      partners and received property management fees calculated at 3% of rental income
      for the years ended December 31, 2006 and 2005. The charges to operations
      amounted to $108,375 and $178,718 for the years ended December 31, 2006 and
      2005, respectively.





An
      affiliate of two of the general partners provides investor services for which
      it
      receives an amount equal to .5% of the gross proceeds from the offering of
      Partnership units; the Partnership incurred $98,437 for each of the three years
      ended December 31, 2007.





A
      shareholder of two of the general partners provided debt financing for the
      capitalization of LaMere Associates, Inc. (“LaMere”), an insurance agency. In
      connection with such debt financing, the shareholder received 20% of the stock
      of LaMere. LaMere provided insurance brokerage services in connection with
      property, workers compensation, liability, fidelity bond, auto and umbrella
      insurance coverage provided to Carrollton. In connection with such insurance
      coverage, Carrollton incurred $110,428, $109,896 and $94,409 in premiums for
      the
      years ended December 31, 2007, 2006 and 2005, respectively.





The
      minority interest owners in Columbia were due $27,254 as of December 31, 2006
      in
      connection with the sale of The Westmont. Such amount is included in due to
      general partners and affiliates in the accompanying consolidated balance sheet
      as of December 31, 2006 and was repaid during the year ended December 31,
      2007.





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





When
      the
      sales proceeds were distributed by Columbia, $2,371 that should have been
      distributed to Columbia’s special limited partner, which entity is also a
      general partner of the Partnership, was distributed to the Partnership. Such
      amount is included in due to general partners and affiliates in the accompanying
      consolidated balance sheet as of December 31, 2006 and was repaid during the
      year ended December 31, 2007.





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




F-16


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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




**Note
      9 - Partners' Equity (Deficit)**





Partnership
      Allocation





Profits
      and losses of the Partnership are allocated 1% and 99% to the general partners
      and limited partners, respectively, until such time as the limited partners'
      capital reaches zero as a result of loss allocations, after which all losses
      are
      allocated to the general partners.





Partnership
      Distributions





In
      accordance with the respective partnership agreements, to the extent that
      Carrollton and Columbia generate net operating cash flow in any year at a level
      sufficient, when distributed to the Partnership, to enable the Partnership
      to
      satisfy the allocable portion of the limited partners' 8% preferred return
      for
      such year without utilizing amounts generated from guaranteed investment
      contracts (the last of which matured in January 1998), the excess amounts
      generated from the guaranteed investment contracts would be paid or distributed
      to the general partners of Carrollton and/or Columbia, whichever generate(s)
      such level(s) of operating cash flow. No such excess distributions were
      generated during the term of the guaranteed investment contract periods. The
      distributions in connection with the sale of The Westmont included a full return
      of Unit holders’ invested capital, originally $20.00 per Unit, and an additional
      distribution made on or about April 4, 2007 resulted in the limited partners
      being paid at an annualized rate of 8% through August 4, 2006, the date Unit
      holders received the return of their invested capital. The Partnership made
      distributions to the limited partners of approximately 8% for the year ended
      December 31, 2005.




**Note
      10 - Commitments and Contingencies**





Lender
      Restrictions and Requirements





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





Concentration
      of Credit Risk





The
      Partnership and Carrollton maintain their cash and tenant security deposit
      balances in two financial institutions. The financial institutions are insured
      by the Federal Deposit Insurance Corporation and the Securities Investor
      Protection Corporation up to certain prescribed levels. At times, these balances
      may exceed the insurance limits; however, the Partnership and Carrollton have
      not experienced any losses with respect to their deposit balances in excess
      of
      the insurance limits .




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





The
      following disclosure of the estimated fair value of financial instruments is
      made in accordance with the requirements of SFAS No. 107, “Disclosures about
      Fair Value of Financial Instruments.” The estimated fair value of amounts has
      been determined using available market information, assumptions, estimates
      and
      valuation methodologies.





Cash
      and Cash Equivalents and Restricted Assets and Funded Reserves





The
      carrying amount approximates fair value.





Accounts
      Receivable





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





The
      estimated fair values of the Partnership’s financial instruments as of December
      31, 2007 and 2006 are disclosed elsewhere in the consolidated financial
      statements.




F-17


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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




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





A
      reconciliation of the financial statement net income to the income tax income
      (loss) of the Partnership for the years ended December 31, 2007, 2006 and 2005
      is as follows:


2007
              
              2006
              
              2005Financial
                  statement net income
              
              $
              608,882
              
              $
              58,199,517
              
              $
              532,665Difference
                  in gain on sale of property/write-off ofremaining
                  investment balance in Columbia
              
              
              (1,531,210
              )
              
              10,616,554
              
              
              —Depreciation
                  recorded for tax purposes after cessationof
                  depreciation for financial reporting
              
              
              (21,799
              )
              
              (201,597
              )
              
              —Difference
                  in depreciation for income tax purposesbased
                  on estimated useful life
              
              
              —
              
              
              —
              
              
              229,326Excess
                  depreciation for financial reportingpurposes
                  due to purchase accounting treatment, net ofexcess
                  tax depreciation resulting from a step-up in basis
              
              
              (34,656
              )
              
              (144,401
              )
              
              356,906Deferred
                  revenue
              
              
              —
              
              
              (51,287
              )
              
              (11,954
              )Payment
                  of related party expense items notdeductible
                  until paid for tax purposesunder
                  Internal Revenue Code Section 267
              
              
              (40,036
              )
              
              40,036
              
              
              18,363Amounts
                  allocated to other partners ofCarrollton
                  and Columbia and other
              
              
              (11,056
              )
              
              (12,479,856
              )
              
              (25,911
              )Income
                  (loss) as shown on tax return
              
              $
              (1,029,875
              )
              $
              55,978,966
              
              $
              1,099,395




F-18




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





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED**


**DECEMBER
      31, 2007, 2006 AND 2005**




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





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




First
              
              
              Second
              
              
              Third
              
              
              FourthQuarter
              
              
              Quarter
              
              
              Quarter
              
              
              Quarter2007Total
                  revenue
              
              $
              689,383
              
              $
              678,503
              
              $
              682,347
              
              $
              684,840Income
                  (loss) from continuingoperations
              
              
              (26,425
              )
              
              (40,723
              )
              
              (34,316
              )
              
              1,279Net
                  income
              
              
              166,196
              
              
              148,855
              
              
              152,023
              
              
              141,808Net
                  income per unit of limitedpartnership
                  interest
              
              
              .17
              
              
              .15
              
              
              .15
              
              
              .142006Total
                  revenue
              
              $
              2,185,432
              
              $
              2,203,339
              
              $
              1,124,639
              
              $
              696,490Income
                  (loss) from continuingoperations
              
              
              (35,366
              )
              
              (1,150
              )
              
              145,949
              
              
              (23,111
              )Gain
                  (loss) on sale of property
              
              
              -
              
              
              -
              
              
              67,077,364
              
              
              (197,834
              )Minority
                  interest
              
              
              -
              
              
              -
              
              
              (10,005,084
              )
              
              (27,254
              )Net
                  income (loss)
              
              
              492,707
              
              
              597,735
              
              
              57,263,587
              
              
              (154,512
              )Net
                  income (loss) per unit oflimited
                  partnership interest
              
              
              .50
              
              
              .60
              
              
              57.59
              
              
              (.16
              )




F-19