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 [FEE REQUIRED]
For fiscal year ended December 31, 1996

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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                                  06-118584       
(State or other jurisdiction of organization(I.R.S. Employer Identification No.)

Wilder Richman Resources Corporation
599 W. Putnam Avenue
Greenwich, Connecticut                                          06830         
(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  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes    X  No        

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

     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.

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.

                                       

<PAGE>


                                     PART I


Item 1.        Business


    General Development of Business

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

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

     Pursuant to the  Partnership's  Prospectus,  as  supplemented on October 2,
1987,  December 15, 1987 and March 29, 1988, the  Partnership  offered up to $50
million  of  units of  limited  partnership  interest  in the  Partnership  (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.  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 Operating  Partnership  Interests  which  included  investments in guaranteed
investment  contracts.  The remaining net proceeds of $196,874 was designated as
working capital to be used for operating expenses of the Partnership.

    Financial Information about Industry Segments

     Registrant  is  engaged  solely  in  the  business  of  holding   Operating
Partnership Interests. A presentation of information regarding industry segments
is  not  applicable  and  would  not  be  material  to an  understanding  of the
Partnership's  business  taken as a whole.  See Item 8 herein  for a summary  of
Registrant's operations.

    Competition

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

    Compliance with Environmental Protection Provisions

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

                                        2


<PAGE>

    Employees of Registrant

     Registrant  employs no personnel and incurs no payroll costs.  An affiliate
of  Wilder  Richman  Resources   Corporation  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 Wilder Richman Resources Corporation.

     Tax Reform Act of 1986,  Revenue Act of 1987,  Technical and  Miscellaneous
Revenue Act of 1988,  Omnibus Budget  Reconciliation Act of 1989, Omnibus Budget
Reconciliation   Act  of  1990,  Tax  Extension  Act  of  1991,  Omnibus  Budget
Reconciliation  Act of 1993 and Uruguay Round Agreements Act  (collectively  the
"Tax Acts")

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

Item 2.        Properties

       The following table sets forth information regarding the Complexes owned 
by the Operating Partnerships as of December 31, 1996.

                                                          Number of
 Property                       Location                 Dwelling Units

 Fieldpointe Apartments         Frederick, MD                 252
 The Westmont                   New York, NY                  163

     Fieldpointe  Apartments,  which is owned by Carrollton X Associates Limited
Partnership (the "Carrollton Partnership"),  is comprised of 252 apartment units
totalling  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.

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

     The  mortgage  financing  for the  Carrollton  Partnership  was modified on
August  30,  1993 from the sale of  tax-exempt  bonds  pursuant  to the terms of
Section  103(b)(4)(a) of the Internal Revenue Code. The modified mortgage in the
amount of  $10,494,100,  bearing fixed 6.09% interest (with an exception for the
first ten months through August 1994) and with a term of 35 years, is insured by
the United  States  Department  of Housing and Urban  Development  under Section
221(d)(4)  of the  National  Housing  Act,  as  amended.  Under the terms of the
financing, 80% of the units are permitted market rate rents and 20% of the units
are to be rented  to people  earning  no more  than the low or  moderate  income
levels within the meaning of Section  103(b)(4)(a) of the Internal Revenue Code.
The Fieldpointe  Apartments  occupancy rate was approximately 99% as of December
31, 1996.

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

 

                                        3

<PAGE>

     The Partnership  acquired its interest as a limited partner in the Columbia
Partnership by making a capital  contribution to the Columbia Partnership in the
amount 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 the  Partnership'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 mortgage financing of the Columbia  Partnership was modified on May 27,
1993  pursuant  to a bond  refunding  by the New York City  Housing  Development
Corporation  ("HDC")  in the  amount  of  $27,600,000.  Under  the  terms of the
modified financing,  the Columbia Partnership agreed that 20% of the residential
units in The Westmont will be maintained for occupancy by low or moderate income
tenants until July 2004. The  Westmont's  occupancy rate as of December 31, 1996
was approximately 99% as to residential dwelling units and 100% as to commercial
space.

     As of December 31, 1996, the residential  occupancy and market rental rates
of the Complexes, exclusive of low and moderate income units, were approximately
as follows:

                                       Fieldpointe                   The
                                       Apartments                 Westmont 

       Occupancy Rate                      99%                       99%
       Monthly Rental Rates:
          Studio                                                $1,445-1,695
          One-Bedroom                   $550-590                $1,575-2,395
          Two-Bedroom                   $590-670                $2,417-3,195
          Three-Bedroom                 $740-765                $3,045-3,456

     The low and  moderate  income  rental  rates as of  December  31,  1996 for
Fieldpointe  Apartments  fall within the ranges noted above.  Such rates for The
Westmont range from $690 to $898.

     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

               During  December  1996,  the  Columbia   Partnership   reached  a
               settlement  with a former  employee  who had  brought  a  lawsuit
               against the Columbia  Partnership  and the former site manager of
               the property  alleging  wrongful  termination in violation of the
               Americans  with  Disabilities  Act. The settlement of $32,500 was
               paid during December  1996.  

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

              None

                                        4

<PAGE>
<TABLE>
<CAPTION>

                                     PART II

Item 5.       Market for Registrant's Common Equity and Related Unit Matters

       a)  Market

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

       b)  Holders

     As of December 31, 1996, there were  approximately  1,383 record holders of
Units (the  "Limited  Partners")  holding an aggregate  of 984,369  Units in the
Partnership.

       c)  Distributions

     The Agreement of Limited  Partnership of Registrant  provides that all Cash
Available for Distribution (as defined therein) be distributed  quarterly to the
partners  in  specified   proportions.   There  are  no   restrictions   on  the
Partnership's ability to make distributions. As part of the restructuring of the
Columbia  Partnership's  financing,  the Columbia Partnership is prohibited from
distributing  cash  flow  from  operations   (exclusive  of  proceeds  from  the
guaranteed investment contracts). See Item 7 herein, Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,   for  further
discussion.  There were no distributions to the Limited Partners declared during
the years ended December 31, 1995 and 1996.

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,

<S>                       <C>          <C>         <C>       <C>         <C>         
                          1996        1995        1994       1993       1992

Total revenue          $6,434,698  $6,092,551  $5,880,772 $5,729,520 $5,639,587

Net loss                  (69,521)   (397,620)   (465,413)(1,219,746)(2,105,872)
Net loss allocated
  per unit of 
  limited
  partnership 
  interest                     -           -         (.39)     (1.23)     (2.12)

At year end:

  Total assets        39,322,376  40,458,675  41,709,487  43,416,439 48,049,272

  Mortgages payable   35,320,565  36,589,220  37,441,770  37,869,214 40,388,862
 
  Long-term debt

</TABLE>

                                        5

<PAGE>


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

       Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds are rents  generated  by the
Operating  Partnerships and interest derived from investments and deposits which
are  restricted in  accordance  with the terms of the mortgages of the Operating
Partnerships.  As of January 15, 1995, the guaranteed investment contracts which
were  acquired  to provide  distributions  to the  Limited  Partners  were fully
amortized.  One guaranteed  investment contract,  which is owned by the Columbia
Partnership,  remains  outstanding,  the  proceeds  of which are  intended to be
utilized  for  investor  service  charges of the  Columbia  Partnership  through
December 1997. The Partnership's investments are highly illiquid.

     The  Partnership  is not expected to have access to  additional  sources of
financing.   Accordingly,  if  unforeseen  contingencies  arise  that  cause  an
Operating  Partnership to require capital in addition to that contributed by the
Partnership and any equity of the Operating General Partners,  potential sources
from which such capital needs will be able to be satisfied (other than reserves)
would be additional  equity  contributions of the Operating  General Partners or
other equity  reserves,  if any, which could adversely  affect the  distribution
from the Operating  Partnerships  to the  Partnership of operating cash flow and
sale or refinancing proceeds.  Prior to the modification of the mortgages of the
respective Operating  Partnerships during 1993 (more fully discussed below), the
rents generated by the Operating  Partnerships  were generally not sufficient to
fully  cover  the  operating  expenses  and  debt  service  requirements  of the
Operating Partnerships.  The respective Operating General Partners have provided
funds  necessary  to cover  operating  deficits in the form of advances  and fee
deferrals;  however,  there can be no assurance  that the  respective  Operating
General  Partners  will  continue  to provide  such funds to the extent they are
needed.

     The  results  of  operations  in  1996  were  favorable  compared  to  1995
principally  due to a decrease  in the  weighted  average  interest  rate on the
Columbia  Partnership  mortgages  from 3.72% to 3.29%.  Property  and  equipment
decreased by  approximately  $1,340,000  due to  depreciation  of  approximately
$1,528,000,  partially offset by capital expenditures of approximately $188,000,
while intangible  assets decreased by  approximately  $466,000  primarily due to
amortization.  Property  and  equipment  and  intangible  assets are expected to
decrease  annually as the cost of these assets is  allocated  to future  periods
over their remaining lives.

     Investment in guaranteed  investment  contract  decreased by  approximately
$66,000 as a result of the amortization of principal from the quarterly payments
from such  contract.  The payments of principal and interest from such contracts
were  previously  utilized  by the  Partnership  to  make  distributions  to the
partners  (through  December 1994) and currently cover a portion of the investor
services  expenses  incurred by the Partnership.  Virtually all distributions to
partners  to  date  have  been  generated  from  the  investment  in  guaranteed
investment  contracts.  The General Partners do not anticipate  significant cash
flow  distributions  from the  properties  given the  restrictions  on cash flow
distributions of the Columbia  Partnership  resulting from the  restructuring of
its financing.

     As a result of the cash flows  generated by the operations of the Complexes
and the proceeds of the Columbia  Partnership's  guaranteed investment contract,
cash and cash  equivalents  increased by  approximately  $120,000 and restricted
assets and funded reserves required under the terms of the respective  mortgages
increased  by  approximately  $834,000.   Mortgages  payable  decreased  due  to
principal  amortization  of  approximately  $1,269,000,  which  amount  includes
$800,000 of  accelerated  payments on the Columbia  Partnership  mortgages  (see
discussion below). Due to general partners and affiliates increased primarily as
a result of accrued  interest on advances  provided  by the  Columbia  Operating
General  Partners and accrued  investor  services fees,  partially offset by the
payment of management  and reporting fees of the  Carrollton  Partnership  which
were  previously  deferred.  As of  December  31,  1996,  the  Partnership  owes
approximately  $620,000 to an affiliate of certain General  Partners for accrued
investor services fees.

     As of December 31, 1996, the balance in the Columbia  Partnership's Pledged
Cap Account (see discussion  below) is  approximately  $1,754,000.  Although the
original  outside  date for the  Pledged  Cap  Account  to be  utilized  for its
intended purpose was October 31, 1996, the Columbia  Operating  General Partners
have been  conducting  ongoing  discussions  with the lender in order to address
other potential uses of such account,  including  utilizing such funds for costs
in connection with a potential refinancing of the mortgages with another lender.
Under  the  current  financing  terms,  the  lender  is  entitled  to  a  credit
enhancement  fee of  2.5%  per  annum  based  on the  outstanding  loan  balance
Therefore, the Columbia Operating

                                        6
<PAGE>

     General  Partners have been  conducting  discussions  with other  potential
credit enhancers in order to obtain a lower effective  borrowing rate.  However,
there  can be no  assurance  that  the  lender  would  approve  any  alternative
utilization of such account,  or that the Columbia  Operating  General  Partners
will procure suitable alternative financing.

       Results of Operations

       Year Ended December 31, 1996

     Due to a decrease in the  weighted  average  interest  rate on the Columbia
Partnership  mortgages  and an increase  in rental  revenue,  the  Partnership's
results  from  operations  improved  during the year ended  December 31, 1996 as
compared to the year ended December 31, 1995. Operating and maintenance expenses
increased  for the year ended  December  31,  1996  primarily  due to  increased
maintenance  salaries.  Interest revenue for the year ended December 31, 1996 is
comparable to the year ended December 31, 1995 and was generated  primarily from
Partnership  deposits and escrows  established  in connection  with the Columbia
Partnership mortgages (see discussion below).

     During  1996,  the  Complexes  generated  net cash  flow  before  scheduled
principal  reduction  on  the  mortgages  and,  in  the  case  of  the  Columbia
Partnership,  prior to mandatory  deposits to an Operating  Deficit  Reserve,  a
Pledged Cap Account and a Bond  Retirement  Escrow (as such terms are defined in
the consolidated financial statements) of approximately $1,876,000.  Such amount
reflects cash flow after replacement  reserve activity and capital  expenditures
and  excludes  proceeds  from  the  remaining  guaranteed  investment  contract.
Mortgage  principal  payments  during 1996 for the Columbia  Partnership and the
Carrollton Partnership were approximately $1,162,000 and approximately $106,000,
respectively.  In the  case of the  Columbia  Partnership,  the  maximum  amount
permitted  to be deposited  to the  Operating  Deficit  Reserve  ($500,000)  was
achieved  during 1994;  accordingly,  no  additional  deposits to the  Operating
Deficit  Reserve are required other than to maintain the account at a balance of
$500,000.  No amounts were utilized from the Operating  Deficit  Reserve  during
1996.  Deposits to the Pledged Cap Account and the Bond Retirement Escrow during
1996 were approximately $439,000 and approximately  $709,000,  respectively.  As
discussed in the consolidated financial statements,  any savings realized on the
difference between the initial note rate on the Columbia  Partnership  mortgages
of 4.66% and the actual low floater rate  (approximately  3.29% weighted average
rate during 1996) are deposited into the Pledged Cap Account.  To the extent the
future cash flow  generated by the Columbia  Partnership is not utilized to fund
the Operating Deficit Reserve or Pledged Cap Account,  such cash flow, under the
Citibank  loan terms,  will be deposited to the Bond  Retirement  Escrow to make
additional  mortgage principal  payments.  Such additional  payments amounted to
$800,000  during the year ended  December  31,  1996.  However,  there can be no
assurance  that the level of cash flow  generated by the  Complexes in 1996 will
continue in future years.  Restricted  assets and funded reserves as of December
31, 1996 include  balances in the  Operating  Deficit  Reserve,  the Pledged Cap
Account and the Bond Retirement Escrow of $500,000, approximately $1,754,000 and
approximately $182,000, respectively.

     As of December  31,  1996,  the  occupancy of  Fieldpointe  Apartments  was
approximately  99% and the occupancy of The Westmont was approximately 99% as to
residential  units and 100% as to commercial  space.  The  commercial  space was
fully  occupied  throughout  1996,  resulting in an increase in commercial  rent
revenue of  approximately  $133,000 as compared  to 1995.  The future  operating
results of the Complexes  will be extremely  dependent on market  conditions and
therefore may be subject to significant volatility.  The Complexes are generally
in good  physical  condition  and are being  managed by  experienced  management
companies.

       Year Ended December 31, 1995

     Despite an increase in the weighted  average  interest rate on the Columbia
Partnership mortgages, the Partnership's results from operations during the year
ended December 31, 1995 were  comparable to the year ended December 31, 1994 due
to an increase in rental revenue. The increased interest expense associated with
the Columbia Partnership mortgages was partially offset by the impact of a lower
interest rate on the Carrollton  Partnership mortgage during 1995. Operating and
maintenance  expenses decreased for the year ended December 31, 1995,  primarily
due to decreased  maintenance  expenses which were higher than usual during 1994
(see discussion  below).  Although  interest revenue for the year ended December
31, 1995 is comparable to the year ended December 31, 1994,  interest revenue in
1995 was generated  primarily from Partnership  deposits and escrows established
in connection with the Columbia  Partnership  mortgages (see discussion  below),
whereas  approximately fifty percent of such revenue in 1994 was attributable to
the investments in guaranteedinvestment contracts.

                                        7

<PAGE>

     During  1995,  the  Complexes  generated  net cash  flow  before  scheduled
principal  reduction  on  the  mortgages  and,  in  the  case  of  the  Columbia
Partnership,  prior to mandatory deposits to the Operating Deficit Reserve,  the
Pledged Cap Account and the Bond Retirement Escrow of approximately  $1,574,000.
Such amount reflects cash flow after  replacement  reserve  activity and capital
expenditures and excludes proceeds from the guaranteed investment contracts.  No
amounts were utilized from the Operating  Deficit Reserve during 1995.  Deposits
to the  Pledged  Cap Account  and the Bond  Retirement  Escrow  during 1995 were
approximately  $322,000  and  approximately  $670,000,  respectively.   Mortgage
principal  payments during 1995 for the Columbia  Partnership and the Carrollton
Partnership   were   approximately   $752,000   and   approximately    $101,000,
respectively,  which amount for the Columbia  Partnership  includes  $400,000 of
additional  payments  from the Bond  Retirement  Escrow.  Restricted  assets and
funded  reserves  as of  December  31, 1995  include  balances in the  Operating
Deficit  Reserve,  the Pledged Cap  Account  and the Bond  Retirement  Escrow of
approximately  $504,000,  approximately  $1,265,000 and approximately  $270,000,
respectively.

     As of December  31,  1995,  the  occupancy of  Fieldpointe  Apartments  was
approximately  99% and the occupancy of The Westmont was approximately 98% as to
residential units and 100% as to commercial space. Although the commercial space
was fully occupied as of December 31, 1995,  approximately  22% of the space was
vacant during 1995 until November 1, 1995; the terms of the new lease (which has
a five  year term  plus  renewal  options)  included  a rent concession  through
February 28, 1996. The commercial vacancy loss (including concessions on the new
lease) for 1995 was approximately $126,000.  However,  despite the impact of the
unoccupied  commercial space, rental revenue increased by approximately 4.1% due
to higher average residential occupancy and higher rent charges during 1995. 

       Year Ended December 31, 1994

     As mentioned  above,  the  mortgages  of the  Operating  Partnerships  were
refinanced during 1993.  Accordingly,  the Partnership's results from operations
improved considerably during the year ended December 31, 1994 as compared to the
year ended December 31, 1993 due primarily to a significant decrease in interest
expense  and the  ability to  sustain  occupancy  rates  achieved  during  1993.
Interest  revenue decreased for the year ended  December 31, 1994 as compared to
the year ended December 31, 1993, primarily due to the declining interest earned
on the guaranteed investment contracts as the contracts matured. Interest earned
on the guaranteed investment contracts amounted to approximately $74,000 for the
year ended  December  31,  1994 and is  reflected  in results  from  operations.
Operating and maintenance  expenses increased during the year ended December 31,
1994 as compared to the year ended December 31, 1993, primarily due to increased
maintenance  expenses incurred as the Complexes utilized certain of the interest
expense savings noted above.

     During  1994,  the  Complexes  generated  net cash  flow  before  scheduled
principal  reduction  on  the  mortgages  and,  in  the  case  of  the  Columbia
Partnership,  prior to mandatory  deposits to the Operating  Deficit Reserve and
the Pledged Cap Account of approximately  $1,598,000.  Such amount reflects cash
flow after  replacement  reserve activity and capital  expenditures and excludes
proceeds from the guaranteed investment  contracts.  Mortgage principal payments
during 1994 for the Columbia  Partnership  and the Carrollton  Partnership  were
approximately $352,000 and approximately $75,000, respectively.  Deposits to the
Operating  Deficit  Reserve  and  the  Pledged  Cap  Account  during  1994  were
approximately $502,000 and approximately $577,000,  respectively. As of December
31, 1994, the occupancy of Fieldpointe  Apartments was approximately 96% and the
occupancy of The Westmont was  approximately 99% as to residential units and 75%
as to commercial space.  Although the vacany of The Westmont's  commercial space
represented a decline in rental revenue of approximately $69,000 during the year
ended December 31, 1994, rental revenue increased  approximately 3.5% during the
year ended  December 31, 1994 as compared to the year ended December 31, 1993 as
a  result  of the  consistently  high  occupancy  of  residential  units of both
Complexes  throughout  1994. The  distribution  provided to Limited Partners was
available exclusively from proceeds from the guaranteed investment contracts.
 

                                        8

<PAGE>

       Inflation

     Inflation is not expected to have a material adverse impact on Registrant's
revenues during its period of ownership of the Operating Partnerships.  However,
because of the nature of the low floater  interest rate involved in the Columbia
Partnership's debt restructuring, the Columbia Partnership's ability to generate
cash flow (and  therefore  fund  reserves  and retire  debt) would be  adversely
affected by inflation. Although the outside date for purchasing an interest rate
cap was October 1996, the cap has not been purchased (see discussion above under
the caption "Liquidity and Capital Resources").

       Recent Accounting Statements Not Yet Adopted

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings per Share" and
SFAS No. 129,  "Disclosure of Information about Capital Structure." SFAS No. 128
provides  accounting  and  reporting  standards  for the amount of earnings  per
share. SFAS No. 129 requires the disclosure in summary form within the financial
statements of the  pertinent  rights and  privileges  of the various  securities
outstanding. SFAS No. 128 and SFAS No. 129 are effective for fiscal years ending
after December 15, 1997 and earlier application is not permitted.

     The  implementation of these standards is not expected to materially affect
Registrant's  financial statements because Registrant's earnings per share would
not  be  significantly  affected  and  the  disclosures  regarding  the  capital
structure in the financial statements would not be significantly changed.

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-21 and are incorporated herein by reference.

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

       None.

                                        9

<PAGE>

                                                       PART III

Item 10.      Directors and Executive Officers of the Registrant

       The Partnership has no directors or executive officers.

     The General Partners are Wilder Richman Resources  Corporation,  a Delaware
corporation  (the "WRC General  Partner"),  Real Estate Equity  Partners L.P., a
Delaware  limited  partnership  and an affiliate of Lehman  Brothers  Inc.  (the
"Lehman General Partner") and WRC-87A  Corporation,  a Delaware corporation (the
"L/WRC General Partner").  The L/WRC General Partner is currently one-half owned
by Real Estate Equity Partners Inc., the corporate general partner of the Lehman
General  Partner,  and  one-half  owned by the  shareholders  of the WRC General
Partner.

                             The WRC General Partner 


The directors and officers of the WRC General Partner are as follows:

Name                             Age        Office

Richard Paul Richman             49         President and Director

Robert H. Wilder, Jr.            51         Executive Vice President,
                                            Secretary, Treasurer and Director.

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

     Richard Paul  Richman,  49 years old, is President  and Director of the WRC
General Partner.  Mr. Richman graduated from the Columbia  University Law School
with a Juris Doctor degree, the Columbia  University Graduate School of Business
Administration  with a Master of  Business  Administration  degree and  Syracuse
University with a Bachelor of Arts degree in Political Science.  Mr. Richman has
over ten years of extensive experience in both the development and management of
residential  properties.  From 1973 until 1979, Mr. Richman practiced  corporate
law in New York City with the law firm of Greenbaum, Wolff & Ernst and then as a
partner of Shipley, Richman & Nierenberg.  For over six years, Mr. Richman acted
as a lawyer in  connection  with the  development,  syndication  and tax  issues
relating to real estate. Since 1988, Mr. Richman has been the President and sole
stockholder of The Richman Group,  Inc. 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.,  51  years  old,  is  Executive  Vice  President,
Secretary,  Treasurer  and  Director  of the WRC  General  Partner.  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.
                                                     
                                       10

<PAGE>

                           The Lehman General Partner

     The  directors  and  officers  of Real Estate  Equity  Partners  Inc.
 are set forth below.

     Certain  officers and directors of Real Estate Equity Partners Inc. are now
serving (or in the past have served) as officers or directors of entities  which
act as general  partners of a number of real estate limited  partnerships  which
have sought protection under the provisions of the Federal  Bankruptcy Code. The
partnerships  which have filed  bankruptcy  petitions  own real estate which has
been adversely  affected by the economic  conditions in the markets in which the
real estate is located and, consequently, the partnerships sought the protection
of the  bankruptcy  laws to protect the  partnerships'  assets from loss through
foreclosure.

Name                             Age        Office

Paul L. Abbott                   51         President, Chief Operating Officer 
                                            and Chief Financial Officer
Doreen Odell                     37         Vice President
John Barker                      27         Vice President

     Paul L. Abbott,  age 51, is a Managing Director of Lehman Brothers Inc. Mr.
Abbott  joined  Lehman  Brothers  Inc.  in August  1988 and is  responsible  for
investment  management of residential,  commercial and retail real estate. Prior
to joining Lehman  Brothers Inc., Mr. Abbott was a real estate  consultant and a
senior officer of a privately held company  specializing  in the  syndication of
private real estate limited partnerships. From 1974 through 1983, Mr. Abbott was
an officer of two life insurance companies and a director of an insurance agency
subsidiary.  Mr. Abbott received his formal education in the  undergraduate  and
graduate schools of Washington University in St. Louis.

     Doreen Odell,  age 37, is First Vice President of Lehman  Brothers Inc. and
has worked with the Diversified Asset Group since June 1988. Ms. Odell graduated
Phi Beta Kappa and received a B.A. in  Economics summa cum laude from  Wellesley
College  in 1981.  She  received  a M.S.  in Real  Estate  Development  from the
Massachusetts  Institute of Technology in 1986. Prior to joining Lehman Brothers
Inc.,  Ms. Odell was involved in real estate  development in both the public and
private  sectors.  As a  development  manager  with  N.Y.C.  Public  Development
Corporation,  she structured  joint ventures with private  developers.  She also
worked  with  a  private  development  company,   The  Harborside   Corporation,
evaluating real estate investments and development projects.  From 1981 to 1984,
Ms. Odell was a  construction  loan officer with  Manufacturer's  Hanover  Trust
Company.

     John  Barker,  age 27, is an  Associate  of  Lehman  Brothers  Inc.  and is
responsible for the investment management of retail,  commercial and residential
real estate.  Since joining  Lehman  Brothers Inc. in 1996,  Mr. Barker has been
involved in restructuring,  asset management and the sale of commercial,  retail
and  residential  properties.  Prior to joining Lehman Brothers Inc., Mr. Barker
worked in valuation and  investment  sales for Jones Lang Wootton USA and was an
officer in the United Sates Navy. Mr. Barker  received an  undergraduate  degree
from the University of  Pennsylvania  and a graduate degree from the Navy Supply
Corps School.

                            The L/WRC General Partner

The directors and officers of the L/WRC General Partner are as follows:

Name                                        Office

Paul L. Abbott                              President and Director

Richard Paul Richman                        Executive Vice President, Secretary,
                                            Treasurer and Director

     Mr. Abbott's  biography is included above under the Lehman General Partner.
Mr. Richman's biography is included above under the WRC General Partner.

                                       11
<PAGE>


Item 11.      Executive Compensation

     The Partnership is not required to pay the officers,  directors or partners
of the General  Partners any direct  compensation  and no such  compensation was
paid during the fiscal year ended December 31, 1996.


Item 12.      Security Ownership of Certain Beneficial Owners and Management

     a) No person or group is known by the Partnership to be the owner of record
of more than 5% of the outstanding units as of December 31, 1996.

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

                                                                 Percentage of
                                                   Amount and     Outstanding
                                                    Nature of       General
Title of                                            Beneficial      Partners'
  Class               Name of Beneficial Owner      Ownership       Interest * 

General               Real Estate Equity               $3.33            33.3%
Partners'              Partners L.P.
Interest in
Secured Income L.P.   Wilder Richman                   $3.33            33.3%
                       Resources Corporation

                      WRC-87A Corporation              $3.34            33.4%

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

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

       d) There is no family relationship between any of the foregoing 
directors and executive officers.

       e)  Involvement in certain legal proceedings with respect to the 
foregoing directors and executive officers:  None.

Item 13.      Certain Relationships and Related Transactions with Management

     The General  Partners and their  affiliates are entitled to receive certain
compensation,  fees and  reimbursements  of expenses.  The Partnership  incurred
investor services fees in the amount of $80,072,  of which $65,971 is payable to
an  affiliate  of the General  Partners  for the year ended  December  31, 1996.
Information   regarding  such  compensation  is  set  forth  under  the  heading
"Compensation  And Fees To General  Partners And Affiliates" at pages 13 through
19 of the Prospectus, which is incorporated herein by reference.

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

     The taxable income  generated by Registrant  during the year ended December
31, 1996 allocated to each of the General Partners was approximately $1,100.

                                       12

<PAGE>


       Transactions with Affiliates of Management

     Wilder Richman Management Corp.  ("WRMC"),  an affiliate of certain General
Partners,  is the managing agent of Fieldpointe  Apartments.  In connection with
these services, WRMC earned management and reporting fees of $83,958 in 1996.

       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, 1996.

                                       13

<PAGE>


                                     PART IV


Item 14.        Exhibits, Financial Statement Schedules, and Reports on 
                Form 8-K

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

       2        Schedules - The list of Financial Statement Schedules appears 
                on page F-2.

       3        Exhibits:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>

       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.

       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.

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

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


       Other Exhibits

       (b)      Reports on Form 8-K

                No reports on Form 8-K were filed during the last quarter of 
                the fiscal year ended December 31, 1996.

                                       15

<PAGE>



                                   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 31st day of March,
1997.


           SECURED INCOME L.P.

          By:    Wilder Richman Resources Corporation, General Partner

          By:    /s/Richard Paul Richman                
                  Richard Paul Richman - President

          By:    Real Estate Equity Partners L.P., General Partner
                  Real Estate Equity Partners Inc.

          By:    /s/Paul L. Abbott                    
                  Paul L. Abbott - President

          By:    WRC-87A Corporation, General Partner

          By:    /s/Paul L. Abbott                    
                 Paul L. Abbott - President

                                       16




<PAGE>











                      CONSOLIDATED FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITORS' REPORT

                      SECURED INCOME L.P. AND SUBSIDIARIES

                        DECEMBER 31, 1996, 1995 AND 1994










<PAGE>
<TABLE>
<CAPTION>

                      SECURED INCOME L.P. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


 <S>                                                              <C>
                                                                 PAGE
                                                             

INDEPENDENT AUDITORS' REPORT                                     F-3


CONSOLIDATED FINANCIAL STATEMENTS     


         CONSOLIDATED BALANCE SHEETS                             F-4


         CONSOLIDATED STATEMENTS OF OPERATIONS                   F-5


         CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT            F-6


         CONSOLIDATED STATEMENTS OF CASH FLOWS                   F-7


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS              F-8
 

CONSOLIDATED FINANCIAL STATEMENT SCHEDULES


         SCHEDULE IV - INDEBTEDNESS TO RELATED PARTIES          F-21


         ALL OTHER SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT
         REQUIRED, ARE INAPPLICABLE, OR THE INFORMATION IS OTHERWISE
         SHOWN IN THE CONSOLIDATED FINANCIAL STATEMENTS OR NOTES
         THERETO.


</TABLE>










                                      F - 2

<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Partners
Secured Income L.P. and Subsidiaries

     We have audited the consolidated  balance sheets of Secured Income L.P. and
Subsidiaries  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of operations, partners' deficit and cash flows for each of the three
years in the period ended December 31, 1996. These financial  statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
mis-statement. 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, 1996 and 1995, and the results
of their operations, changes in their partners' deficit and their cash flows for
each of the three years in the period ended  December 31,  1996,  in  conformity
with generally accepted accounting principles.

     We have also audited  Schedule IV of Secured  Income L.P. and  Subsidiaries
for the years ended  December 31,  1996,  1995 and 1994.  In our  opinion,  this
schedule presents fairly, in all material respects,  the information required to
be set forth therein.


                                   By:   /s/ Reznick Fedder & Silverman
Bethesda, Maryland
March 7, 1997

                                      F - 3
<PAGE>
<TABLE>
<CAPTION>

                      Secured Income L.P. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 1996 and 1995


                                     ASSETS
<S>                                <C>              <C>              <C>                     

                                  Notes           1996             1995         

PROPERTY AND EQUIPMENT, net of
  accumulated depreciation         3,6         $31,228,583      $32,568,735
 
CASH AND CASH EQUIVALENTS          11              896,433          776,227
 
CASH RESTRICTED FOR TENANTS'
  SECURITY DEPOSITS                                                                   451,401                424,470
 
RESTRICTED ASSETS AND FUNDED 
RESERVES                         5,6,9,11        4,322,124        3,487,938
 
INVESTMENT - guaranteed 
investment contract               2,11              92,585          158,394
 
INTEREST AND ACCOUNTS 
RECEIVABLE                         11               67,094           57,859
 
PREPAID EXPENSES                                                                      135,734                425,513

INTANGIBLE ASSETS, net of 
accumulated amortization           4            2,093,714         2,559,539
 
OTHER ASSETS                                       34,708                  

                                              $39,322,376       $40,458,675
 
 
                        LIABILITIES AND PARTNERS' DEFICIT 
 
LIABILITIES
  Mortgages payable               6           $35,320,565       $36,589,220
  Accounts payable and 
   accrued expenses                               236,891           248,310
  Tenants' security
   deposits payable                               451,401           421,946
  Due to general partners 
   and affiliates                 7             3,970,278         3,774,483
  Deferred income                                 164,368           176,322

                                               40,143,503        41,210,281
 
COMMITMENTS AND CONTINGENCIES   6,9
 
PARTNERS' DEFICIT                8
  Limited partners (984,369 
     units issued and 
     outstanding)                                      -                 -
  General partners' deficit                      (821,127)         (751,606)
 
                                                 (821,127)         (751,606)
 
                                             $ 39,322,376       $40,458,675

</TABLE>
 
                 See notes to consolidated financial statements

                                      F - 4

<PAGE>
<TABLE>
<CAPTION>

                      Secured Income L.P. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                            Years ended December 31,



<S>                           <C>         <C>           <C>            <C>

                             Notes       1996          1995            1994     

REVENUE
  Rental                             $6,227,870     $5,907,143     $ 5,673,761
  Interest                              169,896        156,261         150,771
  Other                                  36,932         29,147          56,240
 
                                      6,434,698      6,092,551       5,880,772
 
EXPENSES
  Administrative and 
     management               7         774,264        746,458         737,802
  Operating and 
     maintenance                      1,060,253        852,146         971,143
  Taxes and insurance                                                  891,180            916,304              877,184
  Interest                  6,7       1,764,812      1,955,821       1,712,456
  Depreciation and 
     amortization           3,4       2,013,710      2,019,442       2,047,600
 
                                      6,504,219      6,490,171       6,346,185
 
          NET LOSS                 $    (69,521)   $  (397,620)    $  (465,413)
 
 
 
NET LOSS ATTRIBUTABLE TO
  Limited partners          8      $        -      $         -     $  (381,240)
  General partners          8           (69,521)      (397,620)        (84,173)
 
                                  $     (69,521)   $  (397,620)    $  (465,413)
 
 
 
NET LOSS ALLOCATED PER 
  UNIT OF LIMITED 
  PARTNERSHIP INTEREST     8      $          -     $        -       $    (.39)
 

Weighted number of units 
 outstanding                           984,369        984,369         984,369



</TABLE>



                 See notes to consolidated financial statements

                                      F - 5

<PAGE>
<TABLE>
<CAPTION>

                      Secured Income L.P. and Subsidiaries

                  CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT

                  Years ended December 31, 1996, 1995 and 1994




<S>                                    <C>             <C>               <C>
                                                      Limited          General
                                      Total           partners        partners


Partners' equity (deficit), 
December 31, 1993                $  978,004         $1,226,732       $(248,728)

Net loss                           (465,413)          (381,240)        (84,173)

Distributions                      (864,189)          (845,492)        (18,697)

Partners' deficit, 
December 31, 1994                  (351,598)                -         (351,598)

Net loss                           (397,620)                -         (397,620)

Distributions                        (2,388)                -           (2,388)

Partners' deficit, 
December 31, 1995                  (751,606)                -         (751,606)

Net loss                            (69,521)                -          (69,521)

Partners' deficit, 
December 31, 1996                 $(821,127)         $      -        $(821,127)




</TABLE>





















                 See notes to consolidated financial statements

                                      F - 6

<PAGE>
<TABLE>
<CAPTION>

                      Secured Income L.P. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years ended December 31,

<S>                                          <C>          <C>            <C>
                                            1996          1995          1994     

CASH FLOWS FROM OPERATING 
 ACTIVITIES
  Net loss                               $ (69,251)    $ (397,620)  $ (465,413)
  Adjustments to reconcile net 
 loss to net cash provided
  by operating activities
    Depreciation and amortization        2,013,710      2,019,442    2,047,600
    Decrease (increase) in assets
      Restricted assets and funded 
       reserves                           (834,186)      (491,585)    (878,004)
      Tenants' security deposits           (26,931)       (12,408)     (11,953)
      Interest and accounts receivable      (9,235)        (5,817)     360,735
      Prepaid expenses                     289,779        (28,147)    (259,973)
      Intangible assets                    (20,000)       (45,785)
      Other assets                         (34,708)       
    Increase (decrease) in liabilities
      Accounts payable and accrued 
       expenses                            (11,418)        24,743      (52,501)
      Tenants' security deposits 
       payable                              29,455          9,884       11,953
      Due to general partners and 
        affiliates                         195,794        193,782      240,929
      Deferred income                      (11,954)       (11,954)     (11,954)

          Net cash provided by operating 
           activities                    1,510,785      1,254,535      981,419

CASH FLOWS FROM INVESTING ACTIVITIES
  Principal proceeds from guaranteed
    investment contracts                   65,809         270,741      665,178
  Capital expenditures                   (187,733)       (339,980)    (117,902)
 
          Net cash provided by (used in) 
           investing activities          (121,924)        (69,239)     547,276
CASH FLOWS FROM FINANCING ACTIVITIES
  Payments of principal on permanent 
    financing                          (1,268,655)       (852,550)    (427,444)
  Distributions to partners                              (217,097)  (1,002,522)
 
          Net cash used in financing
           activities                  (1,268,655)     (1,069,647)  (1,429,966)

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             120,206         115,649      98,729

CASH AND CASH EQUIVALENTS, beginning 
     of year                              776,227         660,578     561,849

CASH AND CASH EQUIVALENTS, end of year  $ 896,433      $  776,227   $ 660,578


SUPPLEMENTAL INFORMATION
  Interest paid                       $ 1,471,566      $1,626,811  $1,476,936


</TABLE>
 

                                      F - 7

<PAGE>

                      Secured Income L.P. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1996, 1995 and 1994

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

     Columbia  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  commercial  space.  The
     Partnership  acquired a 98.9%  limited  partner  interest  in  Columbia  in
     December 1988. The complex operates under the name of The Westmont.

     Columbia  and  Carrollton  have  underlying  mortgages  which  qualify  for
     tax-exempt  financing  as a result  of  restricting  at least  20% of their
     apartment units for low to moderate income tenants as defined in applicable
     guidelines.

    Principles of Consolidation
     The consolidated  financial statements include the assets,  liabilities and
     results of  operations  which  relate to the  business of the  Partnership,
     Carrollton and Columbia.  All  significant  inter-partnership  balances and
     transactions have been eliminated in consolidation.

    Use of Estimates

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

    Property, Equipment and Depreciation

     Land,  buildings and  improvements  are carried at the lower of cost or net
     realizable  value.  Net  realizable  value  represents  the net  cash  flow
     necessary to recover  costs  exclusive  of debt  service.  Depreciation  is
     provided for in amounts sufficient to relate the cost of depreciable assets
     to operations  over their  estimated  service lives by use of the straight-
     line method over a 25-year life.  Personal  property is carried at cost and
     is  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.
                                   

                                      F - 8

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                        December 31, 1996, 1995 and 1994


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES 
         (Continued)

    Other Assets and Amortization

     Mortgage costs are amortized  over the terms of the respective  loans using
the effective  interest  method.  Acquisition fees are amortized over the useful
lives of the respective  property and equipment using the straight- line method.
Leasing costs are amortized over the period of the applicable leases which range
from 5 to 12 years using the straight-line method.  Partnership management fees,
which  became fully  amortized  during the year ended  December  31, 1994,  were
amortized over 60 months using the straight- line method.

    Deferred Income

    Deferred income consists of a fee received by Columbia for the extension of 
    a parking garage lease which expires September 30, 2011.  Such fee is being 
    allocated to income over the lease term.

    Leases

    Tenant leases are treated as operating leases.  Rental revenue is reported 
    when earned and expenses are charged to operations as incurred.

    Interest Income

    Interest earned on guaranteed investment contracts is recognized utilizing 
    the effective interest method.

    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 Loss per Unit of Limited Partnership Interest

    Net loss per unit of limited partnership interest is calculated based upon 
    the weighted average number of units outstanding, 984,369 for each of the 
    years 1996, 1995 and 1994.  Losses are allocated to limited partners until
    such time as the limited partners' equity reaches zero.

    Adoption of Accounting Standard
     
     On  January  1,  1996,  the  Partnership  adopted  Statement  of  Financial
Accounting Standards ("SFAS") No.121,  "Accounting for Impairment of Long- Lived
Assets and for Long-Lived  Assets to be Disposed of. This standard requires that
long-lived  assets  and  certain  identifiable  intangibles  held and used by an
entity be reviewed for impairment  whenever  events or changes in  circumstances
indicate that the carrying amount of an asset may not be recoverable.

                                      F - 9

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994

NOTE 2 - GUARANTEED INVESTMENT CONTRACTS

    In order to provide investor limited partners with a 7% guaranteed cash 
    distribution through December 31, 1993 and to pay investor services fees 
    for a prescribed period, the Partnership purchased guaranteed investment 
    contracts upon each admission of limited partners.  Proceeds from the 
    guaranteed investment contracts have been comprised of principal and 
    interest such that the balances of the guaranteed investment contracts are 
    fully amortized upon the expiration of their respective terms.

    In connection with the Partnership's investment in Carrollton, the 
    Partnership purchased guaranteed investment contracts to provide 
    Carrollton's pro rata portion of the 7% cash distributions through December 
    31, 1993. Such guaranteed investment contracts expired on January 15, 1994 
    and were then fully amortized. In connection with the Partnership's 
    investment in Columbia, the Partnership purchased guaranteed investment 
    contracts sufficient to provide Columbia's pro rata portion of the 7% cash 
    distributions through December 31, 1993 with an additional guaranteed 
    investment contract being utilized to provide a cash distribution for the 
    year ended December 31, 1994 and to pay Columbia's investor services fee
    through December 31, 1997. Accordingly, although the 7% guaranteed
    cash distribution period expired December 31, 1993, the Partnership 
    provided distributions from such guaranteed investment contract for 1994 of
    approximately 4.3% per annum. The remaining guaranteed investment contract
    provides for annual distributions of $80,072 for the payment of Columbia's 
    investor services fee and expires on January 15, 1998.

NOTE 3 - PROPERTY AND EQUIPMENT

    Property and equipment is summarized as follows:
                                                     December 31,         
                                                1996                 1995     

       Land                               $  6,057,940         $  6,057,940
       Buildings and improvements           36,555,707           36,475,268
       Furniture and equipment               1,574,791            1,467,497
 
                                            44,188,438           44,000,705
       Less accumulated depreciation        12,959,855           11,431,970
 
                                           $31,228,583          $32,568,735


   Depreciation for the years 1996, 1995 and 1994 was $1,527,885, $1,541,752 
    and $1,525,308, respectively.

                                     F - 10

<PAGE>
<TABLE>
<CAPTION>
                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994



<S>                                                 <C>               <C>
NOTE 4 - OTHER ASSETS

  Other assets are summarized as follows:
                                                                  December 31,                  
                                                  1996               1995     

     Acquisition fees                      $    787,495        $    787,495
     Mortgage costs                           4,781,572           4,761,572
     Leasing costs                              220,459             220,459
                                              5,789,526           5,769,526
     Less accumulated amortization            3,695,812           3,209,987

                                             $2,093,714          $2,559,539

  Amortization for the years 1996, 1995 and 1994 was $485,825, $477,690 
     and $522,292, respectively.


NOTE 5 - RESTRICTED ASSETS AND FUNDED RESERVES

  Restricted assets and funded reserves (see Note 6) are summarized as follows:

<S>                                              <C>                  <C>
                                                       December 31,                   
                                                1996                 1995     

     Escrows held by mortgage lenders     $   885,824         $   349,465
     Pledged cap account                    1,754,272           1,264,752
     Call premium collateral                1,000,000           1,100,000
     Operating deficit reserve                500,000             503,754
     Bond retirement escrow                   182,028             269,967

                                           $4,322,124          $3,487,938

</TABLE>


                                     F - 11

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 6 - MORTGAGES PAYABLE

    Carrollton

    On December 18, 1985, Carrollton executed a note (the "Original Carrollton 
    Mortgage") with Concord Mortgage Company, an affiliate of certain general 
    partners of Carrollton. The Original Carrollton Mortgage in the amount of
    $10,494,100 was financed through tax-exempt revenue bonds issued by the 
    City of Frederick, Maryland and was insured by the United States Department 
    of Housing and Urban Development ("HUD"). The Original Carrollton Mortgage 
    was refinanced during 1993 (see discussion below). Under the terms of the 
    Original Carrollton Mortgage, principal and interest payments were payable 
    in successive monthly installments of $85,009 through February 1, 2028, 
    bearing interest at 9.5%.

    On August 30, 1993, the Original Carrollton Mortgage was modified and 
    refinanced through a 1993 series mortgage revenue bond issued by the City 
    of Frederick, Maryland. The note was modified by reducing the interest rate 
    from 9.5% to 8% for the period August 31, 1993 through June 30, 1994, then 
    6.09% per year through maturity in February 2028.  The terms include the 
    monthly payment of principal and interest of $74,734 from October 1, 1993
    through July 1, 1994 and $60,900 from August 1, 1994 through maturity. The 
    note is collateralized by the underlying value of the real estate plus 
    other amounts on deposit with the lender. The balance of the mortgage 
    payable at December 31, 1996 and 1995 is $10,193,088 and $10,299,587, 
    respectively.

    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.

    Columbia

    The original financing of Columbia was provided by the New York City 
    Housing Development Corporation ("HDC") which issued $32,497,691 of bonds 
    in February 1985. The funds provided by the bond issue were loaned to 
    Columbia in the form of two mortgage loans (the "Original Columbia 
    Mortgages"). In connection with theissuance of such bonds, Citibank, N.A. 
    ("Citibank") issued a letter of credit in the amount of $33,018,629 to
    guarantee payment of principal and interest on the bonds. The Original 
    Columbia Mortgages were modified during 1993 (see discussion below). Under
    the terms of the Original Columbia Mortgages,  interest  was payable at the 
    rate of 9.58% per annum.  Principal and interest were payable in monthly 
    installments of $260,256 over a period of 23 years.

    On May 27, 1993, the Original Columbia Mortgages were modified (the 
    "Modified Columbia Mortgages"). Under the terms of the Modified Columbia 
    Mortgages, based on the issuance of new tax-exempt bonds (which bear a
    floating interest rate, adjusted weekly), the initial note rate is 4.66%, 
    with required monthly principal amortization of $29,367. Pursuant to 
    agreements, any savings realized on the difference between the 4.66% 
    initial note rate and the actual low floater rate (approximately 3.29% and 
    3.72% weighted average rate during 1996 and 1995, respectively) will be 
    deposited in an account to be used to purchase an interest rate cap (the 
    "Pledged Cap Account") at a future date no later than October 1996, which 
    date was extended to March 31, 1997.  The balance in the Pledged Cap
    Account is $1,754,272 and $1,264,752 as of December 31, 1996 and 1995, 
    respectively (see Note 5).  The balance of the mortgages payable as of 
    December 31, 1996 and 1995 is $25,127,477 and $26,289,633, respectively.  
    The weighted average low floater rate for the period January 1, 1997 
    through February 28, 1997 was approximately 3.2%.

                                     F - 12

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994

NOTE 6 - MORTGAGES PAYABLE (Continued)

    The Modified Columbia Mortgages further provide that any cash flow 
    generated by Columbia above the note rate, servicing fees and principal 
    amortization will be applied first to fund and maintain an interest-bearing 
    operating deficit reserve account (the "Operating Deficit Reserve") until 
    it accumulates to $500,000. Thereafter, such cash flow will be deposited 
    into the Operating Deficit Reserve to the extent necessary to maintain a
    balance of  $500,000 and then into a segregated account to be used to 
    retire  the  underlying  bonds  (the  "Bond  Retirement  Escrow")  at
    the earliest possible dates in minimum denominations of $100,000 in excess 
    of the scheduled principal amortization of approximately $352,000 per annum.
    Amounts deposited in the Operating Deficit Reserve will generally be
    utilized to fund operating deficits, pay for maintenance, repairs and 
    replacements and to pay debt service and other amounts due under the loan 
    documents. As of December 31, 1996 and 1995, the balance in the Operating 
    Deficit Reserve  is  $500,000  and  $503,754, respectively (see  Note 5).  
    During  the  years  ended December 31, 1996 and 1995, deposits of 
    approximately $712,000 and $652,000, respectively, were made to the Bond 
    Retirement Escrow, with $800,000 and $400,000, respectively, utilized to 
    accelerate the retirement of the debt. As of December 31, 1996 and 1995, 
    the balance in the Bond Retirement Escrow is $182,028 and $269,967, 
    respectively (see Note 5).

    Because the bonds issued in connection with the Original Columbia Mortgages 
    were redeemed voluntarily, Columbia was required to pay a prepayment 
    premium in the amount of $1,590,658 (the  "Call  Premium"). Columbia paid 
    for the costs of issuance of the new bonds, including the Call Premium, 
    from the premium realized upon liquidation of a debt service reserve held 
    by Citibank in connection with the Original Columbia Mortgages and, to the 
    extent necessary, amounts were provided by the Columbia General Partners 
    under their operating deficit guarantee to Columbia.  As a result of 
    utilizing such debt service reserve, Citibank required the partners of 
    Columbia (including the Partnership) to provide Citibank with letters of 
    credit in the full amount of the Call Premium (the "Call Premium Letters of 
    Credit"). In order to establish the Call Premium Letters of Credit, the 
    Columbia General Partners provided $900,000 (of which $600,000 is in the 
    form of letters of credit and $300,000 was advanced to the Partnership) and 
    the Partnership provided a letter credit in the amount of $1,000,000 
    (inclusive of the $300,000 advance) (collectively, the "Call Premium 
    Collateral"). The Call Premium Letters of Credit will be available to
    Citibank upon sale or refinancing (or an event of default) in the event 
    available proceeds are not sufficient to pay in full all amounts due under 
    the bonds or accrued and unpaid Citibank letter of credit fees (see below). 
    However, Citibank will be entitled to draw first upon the Columbia General 
    Partners' guaranty of payment (in the amount of approximately  $1,690,000) 
    and thereafter upon the  Call  Premium  Collateral to pay any such unpaid 
    letter of credit fee. As of December 31, 1996 and 1995, $1,000,000 and 
    $1,100,000 respectively, were invested in interest bearing deposits which 
    serves as collateral for the Partnership's  Call  Premium  Letter of Credit 
    (see Note 5). The letters of credit in the amount of $600,000 which were 
    provided directly by the Columbia General Partners as described above
    are not reflected in the accompanying consolidated balance sheets.

    As part of the mortgage modification, Citibank agreed to extend its letter
    of credit from February 1997 to February 2003. Beginning February 1,1997, 
    Citibank will charge a letter of credit fee for providing credit support
    for the new bonds in the amount of 2.5% per annum of the outstanding
    principal balance of the new bonds, payable on a current or deferred basis 
    at Columbia's option.  Except as described above, the obligation to pay the
    letter of credit fee will be with full recourse as to the assets of 
    Columbia, but without recourse to any of the partners, including the
    Partnership. If the letter of credit fee is not fully paid from available 
    proceeds from the sale or refinancing of Columbia, the Columbia General 
    Partners' guaranty of payment and the Call Premium Letters of Credit, any 
    such unpaid balance shall be deemed fully discharged and neither Columbia 
    nor its partners shall have any further obligation with respect thereto.

                                     F - 13

<PAGE>
                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 6 - MORTGAGES PAYABLE (Continued)

    Columbia (Continued)

    Pursuant to agreements, Columbia is subject to restrictions as to operating 
    policies, rental charges, operating expenditures and distributions to 
    partners.

    Aggregate annual mandatory maturities on the Carrollton and Columbia 
    Mortgages at December 31, 1996 are as follows:

                                  1997                          $     465,569
                                  1998                                472,657
                                  1999                                480,188
                                  2000                                488,192
                                  2001                                496,696
                               Thereafter                          32,917,263

                                                                  $35,320,565

    The carrying amount of the mortgages approximates fair value.

NOTE 7 - RELATED PARTY TRANSACTIONS

    Due to general partners and affiliates consists of cash advances and other
     payables as follows:


                                                      December 31,
                                                 1996                 1995     

    Carrollton general partners and 
     their affiliates                        $  65,154           $  65,154
    Columbia general partners and their
     affiliates (including accrued 
     interest of $948,432 and $773,701)      2,979,112           2,804,381
    Wilder Richman Management Corp.            306,171             350,758
    WRC-87A Corporation                        619,841             554,190
 
                                            $3,970,278          $3,774,483


    The management agent for Fieldpointe Apartments is Wilder Richman 
    Management Corp. ("WRMC"), an affiliate of one of the Carrollton general 
    partners. During each of the three years ended December 31, 1996, WRMC was 
    entitled to property management fees equal to 4% of residential income 
    collected.  In addition, WRMC was 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 $83,958, $82,012 and $78,921 were charged to operations during 
    1996, 1995 and 1994, respectively.  Accrued management and reporting fees 
    as of December 31, 1996 and 1995 are $140,171 and $184,758, respectively.

                                     F - 14

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)

    The management agent for The Westmont is an affiliate of one of the 
    Columbia general partners and receives property management fees calculated 
    at the greater of 2% of rental income or $70,000 per year. The charges to
    operations amounted to $84,240, $79,365 and $76,379 during 1996, 1995 and 
    1994, respectively. In 1989, the management agent and the Columbia general 
    partners received $400,000 from proceeds of the Partnership's capital
    contributions as a partnership management fee for services to be rendered 
    to Columbia for five years, of which $28,889 was charged to operations 
    during 1994.

    WRC-87A Corporation, a general partner of the Partnership, is entitled to 
    an annual investor services fee which is incurred by Columbia and 
    Carrollton in the amounts of $80,072 and $18,365, respectively, and which 
    is based on .5% of the gross proceeds from the offering of Partnership 
    units allocable to each such investment.  The fee is payable quarterly from 
    cash flow and shall be adjusted annually by increases in the Consumer Price 
    Index.  To the extent that there is insufficient cash flow available to pay
    the investor services fee, the fee is payable from distributions from the 
    guaranteed investment contracts, which in the case of Carrollton expired on 
    January 15, 1994. The consolidated statements of operations include charges 
    to operations for the investor services fee of $80,072 in 1996 and $98,437 
    in each of the years 1995 and 1994.  These amounts are paid or payable to 
    WRC-87A Corporation to the extent that such services are not provided by an 
    independent third party.  Amounts payable to WRC-87A Corporation as of 
    December 31, 1996 and 1995, representing the unpaid investor services fee 
    for the year, were $65,971 and $83,975, respectively.

    The sole shareholder of an affiliate of one of the Carrollton general 
    partners provided debt financing for the capitalization of LaMere 
    Associates, Inc. ("LaMere").  In connection with such debt financing, the
    shareholder received 20% of the stock of LaMere.  LaMere was paid premiums 
    in connection with property, workers compensation, liability and umbrella 
    insurance coverage provided to the Carrollton Partnership.  In connection 
    with such insurance coverage, the Carrollton Partnership incurred $47,303, 
    $49,104 and $49,655 in premiums for the years ended December 31, 1996,
    1995 and 1994, respectively.

    Columbia entered into a contract in 1995 with an affiliate of one of its 
    general partners for renovation services in the amount of $154,360, all of 
    which was incurred and paid as of December 31, 1995.  Additional work was 
    contracted in 1996 in the amount of $20,779, all of which was incurred and 
    paid as of December 31, 1996.

    Pursuant to an operating deficit guarantee agreement dated December 21, 
    1988, the Columbia general partners guaranteed to loan to Columbia any 
    funds required to satisfy its operating deficits, if any, up to $2,000,000. 
    As of December 31, 1996 and 1995, loans of $2,000,000 have been made to 
    Columbia.  The loans, with the exception of $300,000, bear interest at 
    Chemical Bank's prime rate plus 2% (10.25% at December 31, 1996) in 
    accordance with the terms of the Columbia partnership agreement. The amount 
    of interest charged to operations during 1996, 1995 and 1994 was $174,731, 
    $184,299 and $155,466, respectively.   Accrued interest at December 31,1996 
    and 1995 is $948,432 and $773,701, respectively.  Such loans are repayable 
    from Columbia cash flow, subject to the terms of the Modified Columbia 
    Mortgages.

    Columbia is obligated in the amount of $30,680 at December 31, 1996 and 
    1995 to certain of its partners for development advances. The advances are 
    non-interest bearing, unsecured and due on demand.


                                     F - 15

<PAGE>
                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)

    Carrollton owes WRMC $166,000 as of December 31, 1996 and 1995 for prior 
    years' operating advances. Carrollton also owes its general partners and 
    affiliates $65,154 as of December 31, 1996 and 1995 for various
    advances.  All such advances are unsecured, non-interest bearing and 
    payable from Carrollton cash flow.

    Management believes it is not practicable to estimate the fair value of the 
    loans and advances from related parties because loans and advances with 
    similar characteristics are not currently available to the Partnership.

NOTE 8 - PARTNERS' DEFICIT

    Partnership Allocation

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

    Partnership Distributions

    In accordance with the terms and provisions of the respective partnership 
    agreements, distributions to the limited and general partners during 1996, 
    1995 and 1994 were as follows:

                                          Limited                    General
                                         partners                   partners
 
                  1996              $           -              $          -
                  1995                          -                     2,388
                  1994                    845,492                    18,697
 
    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 the 
    guaranteed investment contracts, 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 (see Note 2). Due to 
    restrictions concerning distributions from operating cash flow of
    Columbia (see Note 6), there were  no cash distributions from Columbia in 
    1996 and 1995.




                                     F - 16

<PAGE>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 9 - COMMITMENTS AND CONTINGENCIES

    Lender Restrictions and Requirements

    Carrollton and Columbia are subject to various lender requirements and 
    restrictions, including (1) the rental of not less than 20% of the dwelling 
    units to individuals or families who qualify as low or moderate income 
    tenants; (2) restrictions on the sale of the apartment complexes; and (3) 
    restrictions on the amount of cash flow which may be distributed to the 
    partners.

    Long-term Leases

    The parking garage and commercial space at Columbia are leased to tenants 
    under the terms of noncancellable operating leases expiring on various 
    dates through September 30, 2011.  Future minimum rental payments as of
    December 31, 1996 are as follows:

                                            1997                $ 760,010
                                            1998                  775,986
                                            1999                  658,067
                                            2000                  552,501
                                            2001                  394,294
                                       Thereafter               3,307,158

                                                               $6,448,106

    Income recognized under the garage and commercial space for the years 1996,
    1995 and 1994 was $716,277, $583,533 and $619,192, respectively.

    Concentration of Credit Risk

    As of December 31, 1996, the Partnership has $1,896,433 in cash and cash 
    equivalents and restricted assets which are deposited in interest-bearing 
    accounts, of which $1,664,640 is deposited with an institution which is not 
    insured  by the Federal Deposit Insurance Corporation.

 


                                     F - 17
<PAGE>
<TABLE>
<CAPTION>

                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994


NOTE 10 - RECONCILIATION OF TAXABLE INCOME (LOSS) AND BASES OF ASSETS

    A reconciliation of the financial statement net loss to the income 
    tax income (loss) of the Partnership for each of the years ended December 
    31, 1996, 1995 and 1994 is as follows:

<S>                                     <C>             <C>             <C>
                                       1996            1995            1994   

Financial statement net loss      $  (69,521)      $(397,620)      $(465,413)

Costs depreciated over a life 
  shorter for income tax 
  purposes than
  financial reporting purposes      (241,484)       (308,690)       (474,117)

Excess depreciation for financial
  reporting purposes due to purchase 
  accoutant treatment               405,607         432,087         445,831

Deferred income                      (14,627)         (8,066)        (6,426)

Amortization of start-up costs and
  construction period interest and
  taxes                                  256         (27,250)       (27,250)

Guaranteed investment contracts
  amortized over straight-line
  method for tax purposes                 -          (10,804)        43,767

Accrual of related party expense items
  not deductible until paid for tax 
  purposes under Internal Revenue Code 
  Section 267                        240,702         268,274        240,929

     Subtotal                        320,933         (52,069)      (242,679)

Amounts allocated to other partners 
   of the Operating  Partnerships   (11,622)         (19,148)       (20,541)

Income (loss) as shown on tax 
   return                          $309,311        $ (71,217)     $(263,220)

</TABLE>
                                     F - 18

<PAGE>
<TABLE>
<CAPTION>
                      Secured Income L.P. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1996, 1995 and 1994

NOTE 10 - RECONCILIATION OF TAXABLE INCOME (LOSS) AND BASES OF ASSETS
          (Continued)

    A reconciliation of the financial statement carrying amount of total assets 
    to the tax basis as of December 31, 1996 and 1995 is as follows:
        <S>                                               <C>           <C>    
                                                          1996          1995      

    Financial statement carrying amount of assets     $39,322,376   $40,458,675
 
    Difference which consists principally of the
      utilization of purchase accounting for 
      financial statement purposes and the method 
      of amortization of the guaranteed investment 
      contracts                                       (14,743,782)  (15,083,210)

    Tax bases of assets                              $ 24,578,594   $25,375,465

 </TABLE>
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 have 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.

    Guaranteed Investment Contract

    The carrying amount approximates fair value.

    Interest and Accounts Receivable

    The carrying amount approximates fair value due to the shore-term nature of 
    the receivables.

    The estimated fair values of the Partnership's financial instruments as of 
    December 31, 1996 and 1995 are disclosed elsewhere in the financial 
    statements.





                                     F - 19



<PAGE>









                   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

                                     F - 20

<PAGE>
<TABLE>
<CAPTION>
                      Secured Income L.P. and Subsidiaries

                  SCHEDULE IV - INDEBTEDNESS TO RELATED PARTIES


<S>                                   <C>             <C>                <C>
                 Column A          Column B         Column C         Column D
                                  Balance at                         Balance at
                                  beginning                             end
              Name of person      of period   Additions  Deductions  of period

YEAR ENDED DECEMBER 31, 1996:

Carrollton general partners
  and their affiliates          $  65,154    $      -      $      -  $   65,154

Columbia general partners
  and their affiliates          2,804,381     174,731             -   2,979,112

Wilder Richman Management Corp.   350,758      83,958       128,545     306,171

WRC-87A Corporation               554,190      80,072        14,421     619,841

          TOTALS               $3,774,483    $338,761      $142,966  $3,970,278


YEAR ENDED DECEMBER 31, 1995:

Carrollton general partners
  and their affiliates         $   65,154    $     -       $     -   $   65,154

Columbia general partners
  and their affiliates          2,620,082    184,299             -    2,804,381

Wilder Richman Management Corp.   425,250     82,012       156,504      350,758

WRC-87A Corporation               470,215     98,437        14,462      554,190

          TOTALS               $3,580,701   $364,748      $170,966   $3,774,483


YEAR ENDED DECEMBER 31, 1994:

Carrollton general partners
  and their affiliates         $   65,154   $     -       $      -    $  65,154

Columbia general partners
  and their affiliates          2,464,616   155,466              -    2,620,082

Wilder Richman Management Corp.   424,372    78,921         78,043      425,250

WRC-87A Corporation               385,630    98,437         13,852      470,215

          TOTALS               $3,339,772  $332,824       $ 91,895   $3,580,701

</TABLE>


                                     F - 21

<PAGE>