SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-K


(Mark
One)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR
15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For
fiscal year ended December
31, 2008





OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR
15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________.





0-17412


(Commission
File Number)





Secured Income
L.P.


(Exact
Name of Registrant as Specified in its Governing Instruments)





Delaware
                  
                  06-1185846(State or Other Jurisdiction of Organization)
                  
                  (I.R.S. Employer Identification No.)





Wilder Richman Resources Corporation340
      Pemberwick RoadGreenwich,
      Connecticut
                
                06831(Address of Principal Executive Offices)
                
                (Zip Code)





Registrant's
      Telephone Number, Including Area Code:
                  (203)
      869-0900





Securities
registered pursuant to Section 12(b) of the Act:  None.





Securities
registered pursuant to Section 12(g) of the Act:





Units of Limited Partnership Interest


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  Nox





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes  ̈  Nox





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 xNo
 ̈





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





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





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





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





The
aggregate sales price of the units of limited partnership interest held by
non-affiliates of the Registrant is $19,687,380.  There is currently
no public market for the units of limited partnership interest and, accordingly,
such figure does not represent the market value for the units.  As of
April 15, 2009, there are 984,369 units outstanding.





Documents
incorporated by reference:


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









PART I





Item
      1.
            Business.





General Development of
Business and Narrative Description of Business





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





Registrant
was organized to invest in multi-family residential housing complexes (the
"Complexes") by acquiring approximately 99% of the limited partner interest (the
"Operating Partnership Interest") in limited partnerships that own and operate
such Complexes (the "Operating Partnerships").  Registrant invested in
Carrollton X Associates Limited Partnership ("Carrollton"), which owns
Fieldpointe Apartments (“Fieldpointe”), and Columbia Westmont Associates, L.P.,
formerly Columbia Associates ("Columbia"), which owned The
Westmont.  Columbia sold The Westmont in July 2006 and was dissolved
in 2007.  WRC-87A 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 “Exchange Act”) the description of Registrant’s business set forth under
the heading "Investment Objectives and Policies" at pages 20 through 30 of
Registrant’s prospectus, dated March 5, 1987 (as supplemented on October 2,
1987, December 15, 1987 and March 29, 1988, the “Prospectus”), is incorporated
herein by reference.





Pursuant
to the Prospectus, Registrant offered up to $50 million of units of limited
partnership interest in Registrant (the "Units") at an offering price of $20 per
Unit. The Units were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-11 (Registration No. 33-9602).





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





Financial Information About
Industry Segments





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





Competition





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





Compliance with
Environmental Protection Provisions





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





Employees of
Registrant





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




2




Item
      1A.
            Risk
Factors.





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





Item
      1B.
            Unresolved Staff
      Comments.





Not
applicable.





Item
      2.
            Properties.





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





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





The
mortgage of Carrollton was financed from the sale of tax-exempt bonds pursuant
to the terms of Section 103(b)(4)(a) of the Internal Revenue
Code.  The mortgage in the original amount of $10,494,100, bearing
fixed 6.09% interest and maturing in February 2028, is insured by the Federal
Housing Administration, (“FHA”), an organizational unit within the United States
Department of Housing and Urban Development ("HUD") under Section 221(d)(4) of
the National Housing Act of 1934, as amended.  Under the terms of the
financing, 80% of the apartment units are permitted market rate rents and 20% of
the apartment units are to be rented to people earning no more than the low or
moderate income levels within the meaning of Section 103(b)(4)(a) of the
Internal Revenue Code.  Fieldpointe’s occupancy rate was approximately
92% as of December 31, 2008.





The
Westmont, which was owned by Columbia, was sold in July
2006.  Registrant acquired its Operating Partnership Interest in
Columbia by making a capital contribution of $12,571,634.  Of this
amount, $6,651,323 was invested in guaranteed investment contracts (which had a
value of $5,610,679, including net accrued interest of $18,918, at the time of
the acquisition as a result of principal amortization from the dates of purchase
of such guaranteed investment contracts to the closing of the Columbia
acquisition), $5,921,104 was contributed upon Registrant’s acquisition of the
Operating Partnership Interest in Columbia and $1,039,851 was contributed to
Columbia upon the achievement of sustaining rental revenue.





As of
December 31, 2008, the market rental rates of Fieldpointe were approximately as
follows:




Monthly
      Rental Rates:One-Bedroom
                              
                              
                              $835 - $860Two-Bedroom
                              
                              
                              $890 - $1,000Three-Bedroom
                              
                              
                              $1,115 - $1,185
  The low
and moderate income rental rates as of December 31, 2008 fall within the ranges
noted above.





Further
information regarding the Complexes and Registrant’s interest therein is set
forth under the heading Specified Investments
at pages 30 through 36 of Registrant’s prospectus dated March 5, 1987, and in
the supplements thereto dated October 2, 1987 and March 29, 1988.





Item
      3.
            Legal
      Proceedings.





None.





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





None.




3




PART II





Item
      5.
            Market for
      Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity
Securities.





Market





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





Holders





As of
December 31, 2008, there were approximately 520 record holders of Units (the
Limited Partners) holding an aggregate of 984,369 Units.





Distributions





The
Agreement of Limited Partnership of Registrant (the "Partnership Agreement")
provides that the Limited Partners receive an 8% annualized return on their
outstanding Adjusted Capital Contribution (the “Limited Partners’ Adjusted
Capital Contribution”), reduced by all distributions of Sale or Refinancing
Proceeds.  In connection with the sale of The Westmont in July 2006,
the Limited Partners received distributions totaling $42.10 per Unit, as
compared with an initial investment of $20 per Unit, in addition to receiving an
approximately 8% annualized return on their investment from inception through
August 4, 2006, the date on which the full amount of the Limited Partners’
Adjusted Capital Contribution was paid.  The last three payments of
the 8% return through August 4, 2006 were paid in May 2006, July 2006 and April
2007 to Unit holders of record as of March 31, 2006, June 30, 2006 and December
31, 2006, respectively.
 
 Since the
return of the Limited Partners’ Adjusted Capital Contribution in full,
Registrant no longer makes regular quarterly cash distributions, but made a
distribution on or about July 25, 2008 of $0.50 per Unit to Unit holders of
record as of June 30, 2008.  Registrant intends to continue to make
periodic distributions of Cash Available for Distribution (as defined in the
Partnership Agreement).  Registrant expects to make a distribution in
July 2009 in the amount of approximately $0.50 per Unit to Unit holders of
record as of June 30, 2009.  If a sale of Fieldpointe is not
completed, or near completion, in 2009 or early in 2010, Registrant expects to
make an additional distribution of approximately $0.25 per Unit in the first
quarter of 2010 to Unit holders of record as of December 31, 2009. 
Registrant’s ability to make such distributions assumes that the cash flow
generated by Fieldpointe remains relatively stable and that there are no
unanticipated major expenditures or reserve requirements to be funded. 
Accordingly, there can be no certainty as to the payment of future distributions
or the amount and timing of such distributions.





Recent Sales of Unregistered
Securities





None.





Item
      6.
            Selected Financial
      Data.





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





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





Liquidity
and Capital Resources





In July
2006, Columbia sold The Westmont; Columbia was subsequently dissolved in
2007.  Between mid 2006 and mid 2007, on three separate occasions with
three different potential buyers, Carrollton reached agreements to sell
Fieldpointe at gross prices (before brokerage commissions and other selling
costs) ranging from $25,500,000 to $27,100,000; however, on each occasion, the
purchaser did not consummate the transaction.  More recently,
Carrollton’s general partners, in order to facilitate a sale, obtained a Phase I
environmental report, an updated survey, title commitment and an independent
appraisal of Fieldpointe in contemplation of providing a due diligence package
to prospective purchasers.  Carrollton has also retained a national
third party brokerage firm. Thus far, eight non-binding written offers to
purchase Fieldpointe have been received; a number of the offers are in the range
of, or exceeding, $20,000,000.  Registrant considered the offers to be
inadequate and, in one case, the offer was rejected because it came from one of
the prior potential purchasers that did not consummate the transaction after an
agreement was reached.  The brokerage firm is continuing to actively
market Fieldpointe.  At this time, it remains management’s intention
to sell Fieldpointe; however, there can be no assurance that an acceptable offer
will be received or that a sale will be consummated.  As a result of
changes in market conditions and in accordance with Statement of Financial
Accounting Standard (“SFAS”) No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" (“SFAS 144”), the property and equipment of Carrollton is
classified as held and used in the accompanying consolidated balance sheets and
Carrollton’s results of operations are classified as continuing operations in
the accompanying consolidated statements of operations.  In the
audited financial statements as of and for the years ended December 31, 2007 and
2006 as previously issued, a significant portion of Carrollton’s assets were
classified as held for sale, a significant portion of Carrollton’s liabilities
were classified as liabilities related to assets held for sale and virtually all
of Carrollton’s results of operations were classified as discontinued
operations; such amounts have been reclassified to conform to the current period
presentation.  Following a sale of Fieldpointe, if consummated,
Registrant intends to distribute the net proceeds to which it is entitled under
Carrollton’s partnership agreement to its partners, less a reasonable reserve,
in accordance with the terms and conditions of the Partnership
Agreement.  At such time, Registrant intends to dissolve.




4




Registrant
made a distribution on or about July 25, 2008 of $.50 per Unit to Unit holders
of record as of June 30, 2008.  While Registrant no longer makes
regular quarterly cash distributions, Registrant had accumulated sufficient
cash, primarily from distributions received from Carrollton, to make the July
2008 distribution.





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





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





Although
Registrant generated cash from operations during the year ended December 31,
2008, cash and cash equivalents decreased by approximately $253,000 primarily as
a result of the distribution noted above.  Property and equipment
decreased as a result of depreciation expense of $1,171,827, partially offset by
capital improvements of $130,645.  Depreciation expense for the year
ended December 31, 2008 represents the cumulative depreciation for the three
year period ended December 31, 2008.  Under accounting principles
generally accepted in the United States of America (“GAAP”), there was no
depreciation expense recorded for the years ended December 31, 2007 and 2006 due
to the property and equipment of Carrollton being classified as held for sale.
Depreciation expense attributable to the year ended December 31, 2008 was
$392,351.  Mortgage payable decreased as a result of principal
payments on Carrolton’s mortgage.





Results
of Operations





Year Ended December 31,
2008





During
the year ended December 31, 2008, Carrollton’s operations resulted in a net loss
of approximately $395,000, which includes financial expenses and depreciation
and amortization of approximately $552,000 and approximately $1,187,000,
respectively, but does not include capitalized capital improvements of
approximately $131,000.  As noted above under Liquidity and Capital
Resources, the depreciation expense recorded for the year ended December 31,
2008 represents three years of expense because no depreciation was recorded in
2007 and 2006 as a result of the property and equipment of Carrollton being
classified as held for sale.  Accordingly, Carrollton generated income
from operating activities prior to financial expenses and depreciation and
amortization of approximately $1,344,000.  Mortgage principal payments
during 2008 for Carrollton were approximately $221,000.  After
considering the mandatory mortgage principal payments, required deposits to
mortgage escrows and capitalized capital improvements, among other things,
Carrollton generated cash flow of approximately $418,000 during the year ended
December 31, 2008.  There can be no assurance that the level of cash
flow generated by Carrollton during the year ended December 31, 2008 will
continue in future periods.





After
taking into account the impact of the depreciation adjustment discussed above,
Registrant’s results of operations for the year ended December 31, 2008 are
comparable to the year ended December 31, 2007.





5





As of
December 31, 2008, the occupancy of Fieldpointe was approximately
92%.  In the event a sale of Fieldpointe does not take place, the
future operating results of Fieldpointe will be extremely dependent on market
conditions and therefore may be subject to significant volatility.





Year Ended December 31,
2007





During
the year ended December 31, 2007, Carrollton’s operations resulted in net income
of approximately $787,000, which includes financial expenses and amortization of
approximately $568,000 and approximately $15,000, respectively.  As
noted above under Liquidity and Capital Resources, there was no depreciation
expense recorded for the year ended December 31, 2007 as a result of the
property and equipment of Carrollton being classified as held for
sale.  Accordingly, Carrollton generated income from operating
activities prior to financial expenses and amortization of approximately
$1,370,000.  Mortgage principal payments during 2007 for Carrollton
were approximately $208,000.  After considering the mandatory mortgage
principal payments and required deposits to mortgage escrows, among other
things, Carrollton generated cash flow of approximately $571,000 during the year
ended December 31, 2007.





Considering
the sale of The Westmont in July 2006, income (loss) from discontinued
operations for the year ended December 31, 2007 changed significantly as
compared to the year ended December 31, 2006.  For continuing
operations, interest revenue decreased for the year ended December 31, 2007 as
compared to the year ended December 31, 2006 primarily as a result of interest
earned on the sales proceeds of The Westmont in 2006.  Columbia
incurred a loss of approximately $46,000 prior to its dissolution in 2007; such
amount is included in income (loss) from discontinued operations in the
accompanying consolidated statement of operations for the year ended December
31, 2007.  As of December 31, 2007, the occupancy of Fieldpointe was
approximately 98%.





Year Ended December 31,
2006





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





During
the year ended December 31, 2006, Carrollton’s operations resulted in net income
of approximately $649,000, which includes financial expenses and amortization of
approximately $581,000 and approximately $15,000, respectively.  As
noted above under Liquidity and Capital Resources, there was no depreciation
expense recorded for the year ended December 31, 2006 as a result of the
property and equipment of Carrollton being classified as held for
sale.  Accordingly, Carrollton generated income from operating
activities prior to financial expenses and amortization of approximately
$1,245,000.  Mortgage principal payments during 2006 for Carrollton
were approximately $196,000.  After considering the mandatory mortgage
principal payments and required deposits to mortgage escrows, among other
things, Carrollton generated cash flow of approximately $447,000 during the year
ended December 31, 2006.  As of December 31, 2006, the occupancy of
Fieldpointe was approximately 97%.





Inflation





I nflation
may have a material adverse impact on Registrant's operations.  A
situation could arise in which Carrollton’s tenant rents on the 20% of apartment
units set aside as affordable, which rents are calculated as a percentage of
median family income, are reduced as a result of falling median family
incomes.  At the same time, Carrollton’s operating expenses, such as
heating oil and real estate taxes, could increase due to
inflation.  Such situation could lead to lower rental income, higher
operating expenses, and lower income from continuing
operations .





Critical
Accounting Policies and Estimates





The
financial statements are prepared in accordance with GAAP, which requires
Registrant to make certain estimates and assumptions.  A summary of
significant accounting policies is provided in Note 1 to the accompanying
consolidated financial statements.  The following section is a summary
of certain aspects of those accounting policies that may require subjective or
complex judgments and are most important to the portrayal of Registrant’s
financial condition and results of operations.  Registrant believes
that there is a low probability that actual results will differ materially from
the amounts reported in the accompanying consolidated financial
statements.





Registrant
records its real estate assets at cost less accumulated depreciation and, if
there are indications that impairment exists, adjusts the carrying value of
those assets in accordance with SFAS 144.  In accordance with SFAS
144, long-lived assets, primarily property and equipment, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets might not be recoverable.  Conditions
that would necessitate an impairment assessment include a significant decline in
the observable market value of an asset, a significant change in the extent or
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of an asset or group of assets is not
recoverable. For long-lived assets, Registrant recognizes an impairment loss
only if its carrying amount is not recoverable through its undiscounted cash
flows and measures the impairment loss based on the difference between the
carrying amount and estimated fair value.  No such adjustment for
impairment losses is required as of December 31, 2008.




6




Recent 
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”).  SFAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  SFAS 157 applies to other accounting pronouncements
that require or permit fair value measurements.  Accordingly, SFAS 157
does not require any new fair value measurements.  SFAS 157 is
effective for fiscal years beginning after November 15,
2007.  Registrant adopted SFAS 157 effective January 1,
2008.  On February 6, 2008 the FASB approved the Financial Staff
Position that will defer the effective date of SFAS 157 by one year for
nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a nonrecurring basis.  The
partial adoption of SFAS 157 for financial assets and liabilities did not
have a material impact on Registrant’s consolidated financial position, results
of operations or cash flows.





Registrant
adopted SFAS 157 as of January 1, 2008, with the exception of the
application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which Registrant has not applied the provisions of SFAS 157
include property and equipment and intangible assets measured at fair value for
impairment testing.  Registrant is currently evaluating the impact of
such provisions on its financial statements.





SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value.  These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets for identical assets
or liabilities; Level 2, defined as inputs other than quoted prices for similar
assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at fair value on a recurring basis as of December 31, 2008
include cash and cash equivalents of $1,495,589, restricted assets and funded
reserves of $705,956 and tenant security deposits of $194,610 as reflected in
the accompanying consolidated balance sheet.  These assets are carried
at fair value based on quoted market prices for identical securities (Level 1
inputs).




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115” (“SFAS 159”).  SFAS 159 permits the choice of
measuring financial instruments and certain other items at fair
value.  SFAS 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007.  Registrant adopted
SFAS 159 on January 1, 2008 but elected not to apply the provisions of SFAS 159
to its eligible financial assets and financial liabilities on the date of
adoption.  Accordingly, the initial application of SFAS 159 had no
effect on Registrant’s financial statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The current hierarchy of
generally accepted accounting principles is set forth in the American Institute
of Certified Public Accountants (“AICPA”) Statement on Auditing Standards
(“SAS”) No. 69, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles” (“SAS 69”).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities.  SFAS 162 is effective 60
days following the Securities and Exchange Commission's (the “SEC”) approval of
the Public Company Accounting Oversight Board’s proposed amendments to SAS
69.  Registrant is currently evaluating the impact of SFAS 162 on its
financial statements, but does not believe that the adoption of SFAS 162 will
have a material effect on its financial condition or results of operations since
SFAS 162 does not directly impact the accounting principles applied in the
preparation of Registrant’s financial statements.





Off
- Balance Sheet Arrangements





None





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





None.





Item
      8.
            Financial Statements
      and Supplementary Data.





Set forth
in the financial statements listed on page F-2 is the financial information
required in response to Item 8.  Such financial statements and
schedules appear on pages F-1 to F-19 and are incorporated herein by
reference.





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





None.




7





Item
      9A.
            Controls and
      Procedures.





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




Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of WRRC, one of Registrant’s general partners, of the effectiveness of
the design and operation of its disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the year ended December 31, 2008.  Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer of WRRC concluded that
Registrant’s disclosure controls and procedures were effective as of
December 31, 2008.





Item
      9A(T).
            Internal
      Control Over Financial Reporting.





Management’s Annual Report
on Internal Control over Financial Reporting





Registrant
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).  Under the supervision and with the participation
of its management, including the Chief Executive Officer and Chief Financial
Officer of WRRC, Registrant conducted an evaluation of the effectiveness of its
internal control over financial reporting based on the framework set forth in
Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Based on its evaluation, management has
concluded that Registrant’s internal control over financial reporting was
effective as of December 31, 2008.




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





Changes in Internal Control
Over Financial Reporting





There
were no changes in Registrant’s internal control over financial reporting during
the three months ended December 31, 2008 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.





Item
      9B.
            Other
      Information.





None.




8




PART III





Item
      10.
            Directors, Executive
      Officers and Corporate
Governance.





Registrant
has no directors or executive officers.





The
General Partners of Registrant are WRRC, Real Estate Equity Partners L.P., a
Delaware limited partnership and an affiliate of Apartment Investment and
Management Company (“AIMCO”) (the "AIMCO General Partner") and
WRC-87A.  WRC-87A is currently one-half owned by Real Estate Equity
Partners Inc., the corporate general partner of the AIMCO General Partner, and
one-half owned by the shareholders of WRRC.





WRRC





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





Name
                        
                        Age
                        
                        OfficeRichard
      Paul Richman
                        
                        
                        61
                        
                        President
      and DirectorRobert
      H. Wilder, Jr.
                        
                        
                        63
                        
                        Executive
      Vice President and DirectorJames
      Hussey
                        
                        
                        48
                        
                        TreasurerCharles
      L. Krafnick
                        
                        
                        47
                        
                        Assistant
      Treasurer





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





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





James
Hussey has served as the Chief Financial Officer (Treasurer) of WRRC
since January 2009.  Mr. Hussey, the Treasurer of Richman Group, is
engaged primarily in the syndication and finance operations of Richman
Group.  In addition, Mr. Hussey is a Vice President and the Treasurer
of Richman Asset Management, Inc. (“RAM”), an affiliate of the WRRC General
Partner.  Mr. Hussey’s is engaged primarily in the partnership
management and finance operations of RAM.  Prior to joining RAM, Mr.
Hussey, a Certified Public Accountant, was the Chief Financial Officer of WCI
Communities Inc. NE Region and Spectrum Communities, LLC.  From 1989
to 1998, Mr. Hussey held various positions with Center Development Corp, a
developer of affordable housing in the New York metropolitan
area.  Mr. Hussey received a Bachelor of Science degree from SUNY at
Albany in 1983 and an MBA from Columbia Business School in 1994.




9




Charles L.
Krafnick has served as the Assistant Treasurer of WRRC since April
2004.  Mr. Krafnick, the Assistant Treasurer of Richman Group, has
been employed by Richman Group since 1994 and is engaged primarily in the
finance operations of Richman Group.  In addition, Mr. Krafnick is the
Assistant Treasurer of RAM; Mr. Krafnick's responsibilities in connection with
RAM include various finance and partnership management functions.  Mr.
Krafnick, a Certified Public Accountant, received a Bachelor of Science degree
from Marquette University in 1984.





Effective
January 14, 2009, Neal Ludeke resigned his position as Chief Financial Officer
(Treasurer) of WRRC.





The AIMCO General
Partner





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





Name
                              
                              Age
                              
                              OfficeTimothy
      J. Beaudin
                              
                              
                              50
                              
                              President,
      Chief Operating Officer and DirectorDavid
      Robertson
                              
                              
                              44
                              
                              President,
      Chief Financial Officer, Chief Investment Officer and
    Director





Timothy J.
Beaudin is President, Chief Operating Officer and a Director of Real
Estate Equity Partners Inc.  Mr. Beaudin currently serves as President
and Chief Operating Officer of AIMCO.  He joined AIMCO as Chief
Development Officer in October 2005 and was appointed Executive Vice President
and Chief Property Operating Officer in October 2008.  Prior to
joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus
Development Corporation, a San Francisco, California-based real estate
investment trust.  During his last five years at Catellus,
Mr. Beaudin served as Executive Vice President, with management
responsibility for development, construction and asset
management.





David Robertson
is President, Chief Financial Officer, Chief Investment Officer and a Director
of Real Estate Equity Partners Inc. Mr. Robertson currently serves as President,
Chief Financial Officer and Chief Investment Officer of
AIMCO.  Mr. Robertson joined AIMCO as Executive Vice President in
February 2002 and has served as Chief Investment Officer since March
2007.  Since February 1996, Mr. Robertson has served as Chairman
of Robeks Corporation, a 150-unit privately held chain of specialty food
stores.





WRC-87A





The
directors and officers of WRC-87A are as follows:





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





Terry
Considine, 61, is President and a Director of
WRC-87A.  Mr. Considine has been Chairman of the Board and Chief
Executive Officer of AIMCO since July 1994.  Mr. Considine also
serves as Chairman and Chief Executive Officer of American Land Lease, Inc., a
publicly held real estate investment trust.  Mr. Considine
devotes substantially all of his time to his responsibilities at
AIMCO.





Mr.
Richman's biography is included above with the description of WRRC’s directors
and officers.





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





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





Mr.
Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the
functions of an audit committee on behalf of Registrant (the “Audit
Committee”).  Mr. Richman is deemed to be an audit committee financial
expert and is not independent of Registrant.




10




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





Item
      11.
            Executive
      Compensation.





Registrant
is not required to pay the officers, directors or partners of the General
Partners any direct compensation and no such compensation was paid during the
fiscal year ended December 31, 2008 or during the prior two fiscal
years.





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





a)  As
of December 31, 2008, affiliates of MacKenzie Patterson Fuller, Inc.
(“MacKenzie”), with the address 1640 School Street, Moraga, CA 94556, own
134,830 Units, representing approximately 13.70% of the outstanding Units of
limited partnership interest.  Other than MacKenzie, no person or
entity, other than affiliates of the General Partners discussed below, was known
by Registrant to be the beneficial owner of more than five percent of the
Units.





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





Percentage
      ofAmount
      and
                                              
                                              
                                              OutstandingNature
      of
                                              
                                              
                                              GeneralBeneficial
                                              
                                              
                                              Partners'Title
      of Class
                                              
                                              Name
      of Beneficial Owner
                                              
                                              Ownership
                                              
                                              
                                              Interest*General
                                              
                                              Real
      Estate Equity
                                              
                                              $
                                              3.33
                                              
                                              
                                              
                                              33.3
                                              %Partners'
                                              
                                              Partners
      L.P.Interest
      in
                                              
                                              Wilder
      Richman
                                              
                                              $
                                              3.33
                                              
                                              
                                              
                                              33.3
                                              %Secured
      Income L.P.
                                              
                                              Resources
      CorporationWRC-87A
      Corporation
                                              
                                              $
                                              3.34
                                              
                                              
                                              
                                              33.4
                                              %





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





Affiliates of WRRC, WRC 87-A and
certain of the Carrollton and Columbia Operating General Partners own 250,035
Units, representing approximately 25.40% of the outstanding Units of limited
partnership interest as follows:  West Putnam Housing Investors, LLC -
47,211 Units, West Putnam Housing Investors II, LLC - 186,217 Units and West
Putnam Housing Investors III, LLC - 16,607 Units.  The address of
these entities is 340 Pemberwick Road, Greenwich, CT 06831.





Affiliates of Real Estate Equity
Partners L.P. own 228,286 Units, representing approximately 23.19% of the
outstanding Units of limited partnership interest as follows:  AIMCO
Bethesda Holdings Acquisition, Inc. - 225,786 and Market Ventures, LLC -
2,500.  The address of these entities is 4582 S. Ulster St. Parkway,
Suite 1100, Denver, Co 80237.





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





Item
      13.
            Certain Relationships
      and Related Transactions, and Director
  Independence.





Transactions with Related
Persons





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




11




The
General Partners and their affiliates are entitled to receive certain
compensation, fees and reimbursements of ex­penses.  Registrant
incurred $98,437 in connection with investor services payable to an affiliate of
certain General Partners for the years ended December 31, 2008 and 2007 and has
continued to incur such expenses in 2009.  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 (loss) generated by Registrant during the years ended December
31, 2008 and 2007 allocated to the General Partners, in the aggregate, was
approximately $6,000 and approximately $(12,000), respectively.
 
 Review, Approval or
Ratification of Transactions with Related Parties
 
 Pursuant
to the terms of the Partnership Agreement, Registrant has specific
rights and limitations in conducting business with the General Partners and
affiliates.  To date, Registrant has followed such provisions of
the Partnership Agreement.  Registrant's unwritten
policies for transacting business with related parties are
to first refer to the Partnership Agreement in connection
with conducting such business or making payments and then,
if circumstances arise for which a new related party
transaction is contemplated, present the proposed
transaction to certain officers of WRRC for review and
approval.  If any matter in connection with such transaction might be
unclear under the terms of the Partnership Agreement, such matter is
presented to general or outside counsel for review prior
to any such transaction being entered into by
Registrant.
 
 Transactions with Affiliates
of Management
 
 Richman
Property Services, Inc. ("RPS"), formerly WRMC, Inc. (“WRMC”), an affiliate of
certain General Partners, was the managing agent of Fieldpointe in 2008 and
2007.  In connection with these services, RPS earned management and
reporting fees of $120,532 and $119,727 in 2008 and 2007,
respectively.  RPS continues to earn management and reporting fees in
2009 as described in Note 8 to the audited financial statements of
Registrant included under Item 8 hereto.
 
 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 years ended December
31, 2008 and 2007.
 
 Corporate
Governance
 
 As
discussed elsewhere in this annual report, Registrant does not have any
directors.  Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a
committee that performs the functions of an audit committee on behalf of
Registrant.  Mr. Hussey and Mr. Krafnick are independent members of
such committee and Mr. Richman is not independent of
Registrant.





Item
      14.
            Principal Accountant
      Fees and Services.





Registrant’s
independent registered public accounting firm billed Registrant the following
fees for professional services rendered in the years ended December 31, 2008 and
2007:





2008
                    
                    
                    2007Audit
      Fees
                    
                    $
                    25,500
                    
                    
                    $
                    30,000Audit-Related
      Fees
                    
                    
                    —
                    
                    
                    
                    —Tax
      Fees
                    
                    $
                    4,000
                    
                    
                    $
                    4,000All
      Other Fees
                    
                    
                    —
                    
                    
                    
                    —





Audit
fees consist of fees for the annual audit and review of Registrant’s financial
statements and assistance with and review of documents filed with the
SEC.  Tax fees generally represent fees for annual tax return
preparation.  There were no other accounting fees incurred by
Registrant in 2008 and 2007.





The Audit
Committee has adopted a set of pre-approval policies and procedures under which,
pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and
permitted non-audit services to be performed by Registrant’s independent
registered public accounting firm require pre-approval by the Audit
Committee.  The Audit Committee approved all 2008 and 2007 principal
accountant fees and services.




12




PART IV





Item
      15
            Exhibits
      and Financial Statement Schedules





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





2
            Schedules - All
      schedules are omitted because the required information is inapplicable or
      it is presented in the consolidated financial statements or the notes
      thereto.





3
            Exhibits:





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





10(N)
            Amendment
      of Partnership Agreement of Columbia Partnership dated May 27, 1993,
      incorporated by reference to form 10-K for fiscal year ended December 31,
      1993.





10(O)
            Amendment
      of Guaranty Agreement of Columbia Partnership dated May 27, 1993,
      incorporated by reference to form 10-K for fiscal year ended December 31,
      1993.





10(P)
            Columbia
      Partnership Financing Agreement dated May 27, 1993, incorporated by
      reference to form 10-K for fiscal year ended December 31,
      1993.




13




10(Q)
            Carrollton
      Partnership Assignment and Modification of Deed of Trust dated August 30,
      1993, incorporated by reference to Form 10-K for fiscal year ended
      December 31, 1993.





10(R)
            Columbia
      Partnership Assignment and Intercreditor Agreement dated as of June 1,
      2000, incorporated by reference to Form 10-K for fiscal year ended
      December 31, 2000.





10(S)
            Columbia
      Partnership Mortgage Note dated as of June 1, 2000, incorporated by
      reference to Form 10-K for fiscal year ended December 31,
      2000.





10(T)
            Columbia
      Partnership Multifamily Note (Multistate) dated as of June 1, 2000,
      incorporated by reference to Form 10-K for fiscal year ended December 31,
      2000.





10(U)
            Executed
      Agreement of Purchase and Sale of The Westmont dated January 26, 2006,
      incorporated by reference to Form 10-K for the fiscal year ended December
      31, 2005.





10(V)
            First
      Amendment to Purchase and Sale Agreement of The Westmont dated February 8,
      2006, incorporated by reference to Form 10-K for the fiscal year dated
      December 31, 2005.





(24)
            Power
      of Attorney, incorporated by reference to Exhibit 25 of Form
      S-11.





(27)
            Financial
      Data Schedule.





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





(31.1)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer**





(31.2)
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer**





(32.1)
            Section
      1350 Certification of Chief Executive
Officer**





(32.2)
            Section
      1350 Certification of Chief Financial
Officer**





(99.1)
            Pages
      13 through 19 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.2)
            Pages
      20 through 30 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.3)
            Pages
      30 through 36 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.4)
            Pages
      37 through 48 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





(99.5)
            Pages
      64 through 67 of Registrant’s prospectus dated March 5, 1987, incorporated
      by reference to Registrant’s filing pursuant to Rule 424(b)(3) under the
      Securities Act of 1933 dated April 27, 1987 (File No.
      33-9602).





**Filed
herein.




14




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized on the 15th day of April
2009.





SECURED INCOME L.P.By:
                                                Wilder
      Richman Resources Corporation, General PartnerBy:
                                                /s/Richard
      Paul RichmanRichard
      Paul Richman - Chief Executive OfficerBy:
                                                /s/James
      HusseyJames
      Hussey - Chief Financial OfficerBy:
                                                WRC-87A
      Corporation, General PartnerBy:
                                                /s/Richard
      Paul RichmanRichard Paul Richman - Executive Vice President and Treasurer




15




CONSOLIDATED
FINANCIAL STATEMENTS AND


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





SECURED
INCOME L.P. AND SUBSIDIARIES





DECEMBER
31, 2008, 2007 AND 2006








SECURED
INCOME L.P. AND SUBSIDIARIES





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





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


F -
2





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Partners


Secured
Income L.P.





We have audited the consolidated
balance sheets of Secured Income L.P. and Subsidiaries (the “Partnership”) as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, partners’ equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2008.  These consolidated
financial statements are the responsibility of the Partnership’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.





We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  The Partnership has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financing reporting.  Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership’s internal control over financial reporting.  Accordingly,
we express no such opinion.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Secured Income L.P. and Subsidiaries as of December
31, 2008 and 2007, and the results of their operations, changes in their
partners’ equity (deficit) and their cash flows for each of the three years in
the period ended December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.





/s/ Reznick Group, P.C.Bethesda,
      MarylandApril
      15, 2009


F -
3





SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2008 AND 2007





Notes
                          
                          
                          2008
                          
                          
                          2007ASSETSProperty
      and equipment, net of accumulated depreciation
                          
                          
                          3
                          
                          
                          $
                          2,974,071
                          
                          
                          $
                          4,015,253Cash
      and cash equivalents
                          
                          
                          10,11
                          
                          
                          
                          1,495,589
                          
                          
                          
                          1,748,610Restricted
      assets and funded reserves
                          
                          
                          5,6,11
                          
                          
                          
                          705,956
                          
                          
                          
                          673,182Tenant
      security deposits
                          
                          
                          10,11
                          
                          
                          
                          194,610
                          
                          
                          
                          172,095Accounts
      receivable
                          
                          
                          11
                          
                          
                          
                          3,662
                          
                          
                          
                          5,678Prepaid
      expenses
                          
                          
                          
                          
                          
                          
                          190,031
                          
                          
                          
                          170,539Intangible
      assets, net of accumulated amortization
                          
                          
                          4
                          
                          
                          
                          303,592
                          
                          
                          
                          325,307$
                          5,867,511
                          
                          
                          $
                          7,110,664LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesMortgage
      payable
                          
                          
                          6,10
                          
                          
                          $
                          8,254,369
                          
                          
                          $
                          8,475,132Accounts
      payable and accrued expenses
                          
                          
                          
                          
                          
                          
                          91,560
                          
                          
                          
                          88,699Tenant
      security deposits payable
                          
                          
                          
                          
                          
                          
                          119,222
                          
                          
                          
                          117,020Due
      to general partners and affiliates
                          
                          
                          8
                          
                          
                          
                          18,365
                          
                          
                          
                          18,3658,483,516
                          
                          
                          
                          8,699,216Commitments
      and contingencies
                          
                          
                          6,8,10Partners'
      equity (deficit)
                          
                          
                          9Limited
      partners (984,369 units issued and outstanding)
                          
                          
                          
                          
                          
                          
                          1,173,099
                          
                          
                          
                          2,191,931General
      partners
                          
                          
                          
                          
                          
                          
                          (3,789,104
                          )
                          
                          
                          (3,780,483
                          )(2,616,005
                          )
                          
                          
                          (1,588,552
                          )$
                          5,867,511
                          
                          
                          $
                          7,110,664





See notes
to consolidated financial statements.


F -
4





SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF OPERATIONS


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006





Notes
                            
                            
                            2008
                            
                            
                            2007
                            
                            
                            2006OPERATIONSREVENUERental
                            
                            
                            
                            
                            $
                            2,601,135
                            
                            
                            $
                            2,583,523
                            
                            
                            $
                            2,521,195Interest
                            
                            
                            
                            
                            
                            26,987
                            
                            
                            
                            63,259
                            
                            
                            
                            266,325Other
                            
                            
                            
                            
                            
                            76,745
                            
                            
                            
                            80,100
                            
                            
                            
                            79,764TOTAL
      REVENUE
                            
                            
                            
                            
                            
                            2,704,867
                            
                            
                            
                            2,726,882
                            
                            
                            
                            2,867,284EXPENSESAdministration
      and management
                            
                            
                            8
                            
                            
                            
                            514,006
                            
                            
                            
                            530,895
                            
                            
                            
                            536,180Operating
      and maintenance
                            
                            
                            
                            
                            
                            
                            556,895
                            
                            
                            
                            526,908
                            
                            
                            
                            621,850Taxes
      and insurance
                            
                            
                            
                            
                            
                            
                            420,816
                            
                            
                            
                            424,153
                            
                            
                            
                            384,077Financial
                            
                            
                            6
                            
                            
                            
                            551,575
                            
                            
                            
                            568,054
                            
                            
                            
                            580,988Depreciation
      and amortization
                            
                            
                            3,4
                            
                            
                            
                            1,193,542
                            
                            
                            
                            21,715
                            
                            
                            
                            34,343TOTAL
      EXPENSES
                            
                            
                            
                            
                            
                            
                            3,236,834
                            
                            
                            
                            2,071,725
                            
                            
                            
                            2,157,438INCOME
      (LOSS) FROM CONTINUING OPERATIONS
                            
                            
                            
                            
                            
                            
                            (531,967
                            )
                            
                            
                            655,157
                            
                            
                            
                            709,846DISCONTINUED
      OPERATIONS
                            
                            
                            7INCOME
      (LOSS) FROM DISCONTINUED OPERATIONS
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (46,275
                            )
                            
                            
                            57,489,671NET
      INCOME (LOSS)
                            
                            
                            
                            
                            
                            $
                            (531,967
                            )
                            
                            $
                            608,882
                            
                            
                            $
                            58,199,517NET
      INCOME (LOSS) ATTRIBUTABLE TOGeneral
      partners
                            
                            
                            9
                            
                            
                            $
                            (5,320
                            )
                            
                            $
                            6,089
                            
                            
                            $
                            581,995Limited
      partners
                            
                            
                            9
                            
                            
                            
                            (526,647
                            )
                            
                            
                            602,793
                            
                            
                            
                            57,617,522$
                            (531,967
                            )
                            
                            $
                            608,882
                            
                            
                            $
                            58,199,517NET
      INCOME (LOSS) ALLOCATED PER UNIT OF LIMITED PARTNERSHIP
      INTEREST
                            
                            
                            
                            
                            
                            $
                            (.54
                            )
                            
                            $
                            .61
                            
                            
                            $
                            58.53NET
      INCOME (LOSS) FROM CONTINUING OPERATIONS ALLOCATED PER UNIT OF LIMITED
      PARTNERSHIP INTEREST
                            
                            
                            
                            
                            
                            $
                            (.54
                            )
                            
                            $
                            .66
                            
                            
                            $
                            .71





—continued—


F -
5


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF OPERATIONS - CONTINUED


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006





2008
                
                
                2007
                
                
                2006NET
      INCOME (LOSS) FROM DISCONTINUED OPERATIONS ALLOCATED PER UNIT OF LIMITED
      PARTNERSHIP INTEREST
                
                
                
                
                $
                (.05
                )
                
                $
                57.82Weighted
      number of units outstanding
                
                
                984,369
                
                
                
                984,369
                
                
                
                984,369





See notes
to consolidated financial statements.


F -
6





SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006





Limited
                
                
                GeneralTotal
                
                
                partners
                
                
                partnersPartners'
      deficit, December 31, 2005
                
                $
                (14,779,756
                )
                
                $
                (13,051,162
                )
                
                $
                (1,728,594
                )Distributions
      to partners
                
                
                (45,257,354
                )
                
                
                (42,623,178
                )
                
                
                (2,634,176
                )Net
      income
                
                
                58,199,517
                
                
                
                57,617,522
                
                
                
                581,995Partners'
      equity (deficit), December 31, 2006
                
                
                (1,837,593
                )
                
                
                1,943,182
                
                
                
                (3,780,775
                )Distributions
      to partners
                
                
                (359,841
                )
                
                
                (354,044
                )
                
                
                (5,797
                )Net
      income
                
                
                608,882
                
                
                
                602,793
                
                
                
                6,089Partners'
      equity (deficit), December 31, 2007
                
                
                (1,588,552
                )
                
                
                2,191,931
                
                
                
                (3,780,483
                )Distributions
      to partners
                
                
                (495,486
                )
                
                
                (492,185
                )
                
                
                (3,301
                )Net
      loss
                
                
                (531,967
                )
                
                
                (526,647
                )
                
                
                (5,320
                )Partners'
      equity (deficit), December 31, 2008
                
                $
                (2,616,005
                )
                
                $
                1,173,099
                
                
                $
                (3,789,104
                )





See notes
to consolidated financial statements.


F -
7





SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006





2008
                      
                      
                      2007
                      
                      
                      2006CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                      
                      $
                      (531,967
                      )
                      
                      $
                      608,882
                      
                      
                      $
                      58,199,517Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activitiesDepreciation
      and amortization
                      
                      
                      1,193,542
                      
                      
                      
                      21,715
                      
                      
                      
                      83,031Gain
      on sale of property
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (66,879,530
                      )Minority
      interest
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,032,338Write-off
      of unamortized intangible assets
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,329,849Decrease
      (increase) in restricted assets and funded reserves
                      
                      
                      (32,774
                      )
                      
                      
                      (51,254
                      )
                      
                      
                      1,375,152Decrease
      (increase) in tenant security deposits
                      
                      
                      (22,515
                      )
                      
                      
                      (46,232
                      )
                      
                      
                      483,239Decrease
      (increase) in accounts receivable
                      
                      
                      2,016
                      
                      
                      
                      25,037
                      
                      
                      
                      (584
                      )Decrease
      (increase) in prepaid expenses
                      
                      
                      (19,492
                      )
                      
                      
                      3,903
                      
                      
                      
                      41,838Increase
      (decrease) in accounts payable and accrued expenses
                      
                      
                      2,861
                      
                      
                      
                      (60,345
                      )
                      
                      
                      (107,858
                      )Increase
      (decrease) in tenant security deposits payable
                      
                      
                      2,202
                      
                      
                      
                      (302
                      )
                      
                      
                      (488,364
                      )Increase
      (decrease) in due to general partners and affiliates
                      
                      
                      
                      
                      
                      
                      (42,397
                      )
                      
                      
                      42,397Decrease
      in deferred revenue
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (56,782
                      )Net
      cash provided by operating activities
                      
                      
                      593,873
                      
                      
                      
                      459,007
                      
                      
                      
                      4,054,243CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from sale of property, net of closing and related costs
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      57,048,852Capital
      expenditures
                      
                      
                      (130,645
                      )
                      
                      
                      
                      
                      
                      
                      (4,508
                      )Net
      cash provided by (used in) investing activities
                      
                      
                      (130,645
                      )
                      
                      
                      
                      
                      
                      
                      57,044,344CASH
      FLOWS FROM FINANCING ACTIVITIESMortgage
      principal payments
                      
                      
                      (220,763
                      )
                      
                      
                      (207,752
                      )
                      
                      
                      (6,751,978
                      )Distributions
      to minority interest
                      
                      
                      
                      
                      
                      
                      (27,254
                      )
                      
                      
                      (10,005,084
                      )Distributions
      to partners
                      
                      
                      (495,486
                      )
                      
                      
                      (359,841
                      )
                      
                      
                      (45,257,354
                      )Net
      cash used in financing activities
                      
                      
                      (716,249
                      )
                      
                      
                      (594,847
                      )
                      
                      
                      (62,014,416
                      )NET DECREASE IN CASH ANDCASH EQUIVALENTS
                      
                      
                      (253,021
                      )
                      
                      
                      (135,840
                      )
                      
                      
                      (915,829
                      )Cash
      and cash equivalents at beginning of year
                      
                      
                      1,748,610
                      
                      
                      
                      1,884,450
                      
                      
                      
                      2,800,279CASH AND CASH
      EQUIVALENTS AT END
      OF YEAR
                      
                      $
                      1,495,589
                      
                      
                      $
                      1,748,610
                      
                      
                      $
                      1,884,450





—continued—


F -
8


SECURED
INCOME L.P. AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS - CONTINUED


YEARS
ENDED DECEMBER 31, 2008, 2007 AND 2006





2008
                    
                    
                    2007
                    
                    
                    2006SIGNIFICANT
      NONCASH INVESTING AND FINANCING ACTIVITIES AND SUPPLEMENTAL
      INFORMATIONFinancial
      expenses paid
                    
                    $
                    555,211
                    
                    
                    $
                    568,992
                    
                    
                    $
                    2,695,661Mortgage
      assumed by buyer upon sale of property
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    24,200,000Distributions
      payable to minority interest
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    27,254CASH
      FLOWS FROM DISCONTINUED OPERATIONSNet
      cash provided by (used in) operating activities
                    
                    
                    
                    
                    
                    $
                    (18,128
                    )
                    
                    $
                    4,231,001Net
      cash provided by investing activities
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    57,044,344Net
      cash used in financing activities
                    
                    
                    
                    
                    
                    $
                    (109,004
                    )
                    
                    $
                    (52,475,714
                    )





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





See notes
to consolidated financial statements.


F -
9


SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2008, 2007 AND 2006





Note
1 - Organization and Summary of Significant Accounting Policies





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





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





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





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





I n July
2006, Columbia sold The Westmont for a price of $87,750,000; the Partnership
made distributions to its partners in 2006 from proceeds received in connection
with such sale.  Columbia was subsequently dissolved in 2007 and the
results of operations attributable to Columbia are reflected in the accompanying
consolidated statements of operations for the years ended December 31, 2008 and
2007 as income (loss) from discontinued operations (see Note
7).  Between mid 2006 and mid 2007, on three separate occasions with
three different potential buyers, Carrollton reached agreements to sell
Fieldpointe at gross prices (before brokerage commissions and other selling
costs) ranging from $25,500,000 to $27,100,000; however, on each occasion, the
purchaser did not consummate the transaction.  More recently,
Carrollton’s general partners, in order to facilitate a sale, obtained a Phase I
environmental report, an updated survey, title commitment and an independent
appraisal of Fieldpointe in contemplation of providing a due diligence package
to prospective purchasers.  Carrollton has also retained a national
third party brokerage firm. Thus far, eight non-binding written offers to
purchase Fieldpointe have been received; a number of the offers are in the range
of, or exceeding, $20,000,000.  The Partnership considered the offers
to be inadequate and, in one case, the offer was rejected because it came from
one of the prior potential purchasers that did not consummate the transaction
after an agreement was reached.  The brokerage firm is continuing to
actively market Fieldpointe.  At this time, it remains management’s
intention to sell Fieldpointe; however, there can be no assurance that an
acceptable offer will be received or that a sale will be
consummated.  As a result of changes in market conditions and in
accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (“SFAS 144”),
the property and equipment of Carrollton is classified as held and used in the
accompanying consolidated balance sheets and Carrollton’s results of operations
are classified as continuing operations in the accompanying consolidated
statements of operations.  Accordingly, the cumulative depreciation
for the period during which the property and equipment of Carrollton was
classified as held for sale has been recorded as expense in the year ended
December 31, 2008 (see Note 3).  In the audited financial statements
as of and for the years ended December 31, 2007 and 2006 as previously issued, a
significant portion of Carrollton’s assets were classified as held for sale, a
significant portion of Carrollton’s liabilities were classified as liabilities
related to assets held for sale and virtually all of Carrollton’s results of
operations were classified as discontinued operations; such amounts have been
reclassified to conform to the current period presentation .





Principles of
Consolidation





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


F -
10


SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006





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





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 buildings and improvements to
operations over their estimated service lives by use of the straight-line method
over a 25-year life.  Personal property is carried at cost and is
being depreciated over its estimated service life of 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.





Impairment of Long-Lived
Assets





In
accordance with SFAS 144, long-lived assets, primarily property and equipment,
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets might not be
recoverable.  Conditions that would necessitate an impairment
assessment include a significant decline in the observable market value of an
asset, a significant change in the extent or manner in which an asset is used,
or a significant adverse change that would indicate that the carrying amount of
an asset or group of assets is not recoverable.  For long-lived
assets, the Partnership recognizes an impairment loss only if its carrying
amount is not recoverable through its undiscounted cash flows and measures the
impairment loss based on the difference between the carrying amount and
estimated fair value.  No such adjustment for impairment losses has
been required during the three year period ended December 31, 2008.





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.





Intangible Assets and
Amortization





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





Deferred
Revenue





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





Leases





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





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.  In accordance with Statement of Financial
Accounting Standard (“SFAS”) No. 109, "Accounting for Income Taxes,” the
Partnership has included in Note 12 disclosures related to differences in the
financial and tax bases of accounting.


F -
11




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006





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





Net Income (Loss) per Unit
of Limited Partnership Interest





Net
income (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
2008, 2007 and 2006.  Losses are allocated to the Limited Partners
until such time as the Limited Partners' equity reaches zero as a result of loss
allocations.





Use of
Estimates





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





Reclassifications





Certain
prior year balances have been reclassified in order to conform to the current
year presentation.  The property and equipment of Carrollton is
classified as held and used in the accompanying consolidated balance sheets and
Carrollton’s results of operations are classified as continuing operations in
the accompanying consolidated statements of operations.  In the
audited financial statements as of and for the years ended December 31, 2007 and
2006 as previously issued, a significant portion of Carrollton’s assets were
classified as held for sale, a significant portion of Carrollton’s liabilities
were classified as liabilities related to assets held for sale and virtually all
of Carrollton’s results of operations were classified as discontinued
operations.





Recent Accounting
Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”).  SFAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  SFAS 157 applies to other accounting pronouncements
that require or permit fair value measurements.  Accordingly, SFAS 157
does not require any new fair value measurements.  SFAS 157 is
effective for fiscal years beginning after November 15,
2007.  The Partnership adopted SFAS 157 effective January 1,
2008.  On February 6, 2008 the FASB approved the Financial Staff
Position that will defer the effective date of SFAS 157 by one year for
nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a nonrecurring basis.  The
partial adoption of SFAS 157 for financial assets and liabilities did not
have a material impact on the Partnership’s consolidated financial position,
results of operations or cash flows.





The
Partnership adopted SFAS 157 as of January 1, 2008, with the exception of
the application of the statement to nonrecurring nonfinancial assets and
nonfinancial liabilities.  Nonrecurring nonfinancial assets and
liabilities for which the Partnership has not applied the provisions of SFAS 157
include property and equipment and intangible assets measured at fair value for
impairment testing.  The Partnership is currently evaluating the
impact of such provisions on its financial statements.





SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value.  These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets for identical assets
or liabilities; Level 2, defined as inputs other than quoted prices for similar
assets or liabilities in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.





Financial
assets accounted for at fair value on a recurring basis as of December 31, 2008
include cash and cash equivalents of $1,495,589, restricted assets and funded
reserves of $705,956 and tenant security deposits of $194,610 as reflected in
the accompanying consolidated balance sheet.  These assets are carried
at fair value based on quoted market prices for identical securities (Level 1
inputs).





F -
12





SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




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





Recent Accounting
Pronouncements (continued)




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115” (“SFAS 159”).  SFAS 159 permits the choice of
measuring financial instruments and certain other items at fair
value.  SFAS 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007.  The Partnership
adopted SFAS 159 on January 1, 2008 but elected not to apply the provisions of
SFAS 159 to its eligible financial assets and financial liabilities on the date
of adoption.  Accordingly, the initial application of SFAS 159 had no
effect on the Partnership’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”).  The current hierarchy of
generally accepted accounting principles is set forth in the American Institute
of Certified Public Accountants (“AICPA”) Statement on Auditing Standards
(“SAS”) No. 69, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles” (“SAS 69”).  SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles for nongovernmental entities.  SFAS 162 is effective 60
days following the Securities and Exchange Commission's approval of the Public
Company Accounting Oversight Board’s proposed amendments to SAS
69.  The Partnership is currently evaluating the impact of SFAS 162 on
its financial statements, but does not believe that the adoption of SFAS 162
will have a material effect on its financial condition or results of operations
since SFAS 162 does not directly impact the accounting principles applied in the
preparation of the Partnership’s financial statements.




Note
2 - Sale of The Westmont





In July
2006, Columbia sold The Westmont for a price of $87,750,000.  After
the payment of certain costs in connection with the closing including fees
incurred to affiliates (see Note 8), a prepayment penalty in connection with the
early payoff of Columbia’s mortgages (see Note 6) and transfer taxes of
$2,654,437, as well as the write-off of certain unamortized intangible assets
(see Note 4), the Partnership recognized a gain on the sale of
$66,879,530.




Note
3 - Property and Equipment





Property
and equipment as of December 31, 2008 and 2007 is summarized as
follows:





2008
                  
                  
                  2007Land
                  
                  $
                  1,226,061
                  
                  
                  $
                  1,226,061Buildings
      and improvements
                  
                  
                  9,874,094
                  
                  
                  
                  9,743,449Furniture
      and equipment
                  
                  
                  1,154,711
                  
                  
                  
                  1,154,71112,254,866
                  
                  
                  
                  12,124,221Less
      accumulated depreciation
                  
                  
                  9,280,795
                  
                  
                  
                  8,108,968$
                  2,974,071
                  
                  
                  $
                  4,015,253





Depreciation
expense for the year ended December 31, 2008 was $1,171,827, which represents
the cumulative depreciation for the three year period ended December 31,
2008.  There was no depreciation expense recorded for the years ended
December 31, 2007 and 2006 due to the property and equipment of Carrollton being
classified as held for sale as of December 31, 2006 and 2005 (see Note
1).  Depreciation expense attributable to the year ended December 31,
2008 was $392,351.





F -
13




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




Note
4 - Intangible Assets





Intangible
assets as of December 31, 2008 and 2007 is summarized as follows:





2008
                  
                  
                  2007Acquisition
      fees
                  
                  $
                  156,100
                  
                  
                  $
                  156,100Mortgage
      costs
                  
                  
                  624,486
                  
                  
                  
                  624,486780,586
                  
                  
                  
                  780,586Less
      accumulated amortization
                  
                  
                  476,994
                  
                  
                  
                  455,279$
                  303,592
                  
                  
                  $
                  325,307





Amortization
expense for the years ended December 31, 2008, 2007 and 2006 was $21,715,
$21,715 and $83,031, respectively.  Unamortized intangible assets of
$1,329,849 were written off upon the sale of The Westmont during the year ended
December 31, 2006 (see Note 2).





Note
5 - Restricted Assets and Funded Reserves





Restricted
assets and funded reserves (see Note 6) as of December 31, 2008 and 2007
represent escrows held by Carrollton’s mortgage lender in the amount of $705,956
and $673,182, respectively.





Note
6 - Mortgages Payable





Carrollton





Carrollton
is obligated under the terms of a note in the original amount of $10,494,100,
which note was financed through tax exempt revenue bonds issued by the City of
Frederick, Maryland and is insured by the Federal Housing Administration
(“FHA”), an organizational unit within the United States Department of Housing
and Urban Development (“HUD”), pursuant to Section 221(d)(4) of the National
Housing Act of 1934, as amended..  The note bears interest at 6.09%
with monthly payments of principal and interest of $60,900 due through maturity
in February 2028.  The note is collateralized by the underlying value
of the real estate plus other amounts on deposit with the
lender.  Pursuant to agreements, Carrollton is required to make
monthly escrow deposits for taxes, insurance and replacement of project assets,
and is subject to restrictions as to operating policies, rental charges,
operating expenditures and distributions to partners.  The balance of
the mortgage payable as of December 31, 2008 and 2007 is $8,254,369 and
$8,475,132, respectively.





Columbia





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





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




F -
14




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




Note
6 - Mortgages Payable (continued)





Aggregate
annual maturities of the Carrollton mortgage for each of the next five years and
thereafter are as follows:





2009
                        
                        $
                        234,5892010
                        
                        
                        249,2812011
                        
                        
                        264,8932012
                        
                        
                        281,4832013
                        
                        
                        299,112Thereafter
                        
                        
                        6,925,011$
                        8,254,369





The
carrying amount of the mortgage approximates fair value.





Note
7 - Discontinued Operations





Discontinued
operations as reflected in the accompanying consolidated statements of
operations is summarized as follows:





2007
                              
                              
                              2006RevenueRental
                              
                              $
                              —
                              
                              
                              $
                              3,319,596Other
                              
                              
                              8,191
                              
                              
                              
                              23,020Total
      Revenue
                              
                              
                              8,191
                              
                              
                              
                              3,342,616ExpensesAdministration
      and management
                              
                              
                              26,913
                              
                              
                              
                              310,248Operating
      and maintenance
                              
                              
                              —
                              
                              
                              
                              559,522Taxes
      and insurance
                              
                              
                              27,553
                              
                              
                              
                              935,366Financial
                              
                              
                              —
                              
                              
                              
                              846,313Amortization
                              
                              
                              —
                              
                              
                              
                              48,688Total
      Expenses
                              
                              
                              54,466
                              
                              
                              
                              2,700,137Income
      (Loss) from Discontinued Operations Before Gain on Sale of Property and
      Minority Interest
                              
                              
                              (46,275
                              )
                              
                              
                              642,479Gain
      on Sale of Property
                              
                              
                              —
                              
                              
                              
                              66,879,530Minority
      Interest
                              
                              
                              —
                              
                              
                              
                              (10,032,338
                              )Income
      (Loss) from Discontinued Operations
                              
                              $
                              (46,275
                              )
                              
                              $
                              57,489,671





F -
15





SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




Note
8 - Transactions with Affiliates





The
management agent for Fieldpointe is an affiliate of two of the General Partners
and one of Carrollton’s general partners.  The management agent is
entitled to property management fees equal to 4% of residential income
collected.  In addition, the management agent is entitled to a
reporting fee of $5 per unit per month for bookkeeping and reporting
services.  The maximum annual management and reporting fees may not
exceed 5% of gross collections.  Such fees of $120,532, $119,727 and
$118,348 were charged to operations for the years ended December 31, 2008, 2007
and 2006, respectively.





The
management agent for The Westmont was an affiliate of one of Columbia’s general
partners and received property management fees calculated at 3% of rental
income; such amount charged to operations for the year ended December 31, 2006
was $108,375.





An
affiliate of two of the General Partners provides investor services for which it
receives an amount equal to .5% of the gross proceeds from the offering of
Partnership units; the Partnership incurred $98,437 for each of the three years
ended December 31, 2008.  Accrued investor service fees of $18,365 as
of December 31, 2008 and 2007 are reflected as due to general partners and
affiliates in the accompanying consolidated balance sheets.





The
minority interest owners in Columbia were due $27,254 as of December 31, 2006 in
connection with the sale of The Westmont.  Such amount was paid during
the year ended December 31, 2007.  In addition, when the sales
proceeds were distributed by Columbia, $2,371 that should have been distributed
to Columbia’s special limited partner, which entity is also a General Partner,
was distributed to the Partnership.  Such amount was paid to such
General Partner during the year ended December 31, 2007.





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





Note
9 - Partners' Equity (Deficit)





Partnership
Allocation





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





Partnership
Distributions





In
accordance with the respective partnership agreements, to the extent that
Carrollton and Columbia generated net operating cash flow in any year at a level
sufficient, when distributed to the Partnership, to enable the Partnership to
satisfy the allocable portion of the Limited Partners' 8% preferred return for
such year without utilizing amounts generated from guaranteed investment
contracts (the last of which matured in January 1998), the excess amounts
generated from the guaranteed investment contracts would be paid or distributed
to the general partners of Carrollton and/or Columbia, whichever generated such
level of operating cash flow.  No such excess distributions were
generated during the term of the guaranteed investment contract
periods.  The distributions in connection with the sale of The
Westmont included a full return of Unit holders’ invested capital, originally
$20.00 per Unit, and an additional distribution made on or about April 4, 2007
resulted in the Limited Partners being paid at an annualized rate of 8% through
August 4, 2006, the date Unit holders received the return of their invested
capital.  The Partnership made a distribution on or about July 25,
2008 of $0.50 per Unit to Unit holders of record as of June 30,
2008.





F -
16




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




Note
10 - Commitments and Contingencies





Lender Restrictions and
Requirements





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





Concentration of Credit
Risk





The
Partnership and Carrollton maintain their cash and cash equivalents and tenant
security deposit balances in two financial institutions.  Of the
Partnership’s cash and cash equivalents of $459,013, approximately $458,000 is
held in a financial institution in which such amount is invested in a portfolio
of securities that are direct obligations of the U.S. Treasury and are backed by
the full faith and credit of the United States of America.  Of
Carrollton’s cash and cash equivalents and tenant security deposits totaling
$1,231,186, approximately $624,000 is held in a financial institution insured by
the Securities Investor Protection Corporation (“SIPC”) and approximately
$607,000 is held in a financial institution insured by the Federal Deposit
Insurance Corporation Transaction Account Guarantee Program up to $250,000
through December 31, 2009.  The account that is covered by SIPC
insurance has coverage which is limited to $500,000; while SIPC provides
insurance for funds which are misappropriated, it does not insure amounts which
may be lost as a result of changes in market conditions.




Note
11 - Fair Value of Financial Instruments





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





Cash and Cash Equivalents,
Restricted Assets and Funded Reserves and Tenant Security
Deposits





The
carrying amount approximates fair value.





Accounts
Receivable





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





The
estimated fair values of the Partnership’s other financial instruments as of
December 31, 2008 and 2007 are disclosed elsewhere in the consolidated financial
statements.





F -
17




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




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





A
reconciliation of the financial statement net income (loss) to the income tax
income (loss) of the Partnership for the years ended December 31, 2008, 2007 and
2006 is as follows:





2008
                              
                              
                              2007
                              
                              
                              2006Financial
      statement net income (loss)
                              
                              $
                              (531,967
                              )
                              
                              $
                              608,882
                              
                              
                              $
                              58,199,517Difference
      in gain on sale of property/write-off of remaining investment balance in
      Columbia
                              
                              
                              —
                              
                              
                              
                              (1,531,210
                              )
                              
                              
                              10,616,554Depreciation
      recorded for tax purposes after cessation of depreciation for financial
      reporting
                              
                              
                              —
                              
                              
                              
                              (21,799
                              )
                              
                              
                              (201,597
                              )Excess
      depreciation for financial reporting purposes due to purchase accounting
      treatment, net of excess tax depreciation resulting from a step-up in
      basis (including adjustment described in Note 3)
                              
                              
                              1,114,665
                              
                              
                              
                              (34,656
                              )
                              
                              
                              (144,401
                              )Deferred
      revenue
                              
                              
                              (2,564
                              )
                              
                              
                              —
                              
                              
                              
                              (51,287
                              )Payment
      of related party expense items not deductible until paid for tax purposes
      under Internal Revenue Code Section 267
                              
                              
                              —
                              
                              
                              
                              (40,036
                              )
                              
                              
                              40,036Amounts
      allocated to other partners of Carrollton and Columbia and
      other
                              
                              
                              5,867
                              
                              
                              
                              (11,056
                              )
                              
                              
                              (12,479,856
                              )Tax
      return income (loss)
                              
                              $
                              586,001
                              
                              
                              $
                              (1,029,875
                              )
                              
                              $
                              55,978,966




F -
18




SECURED
INCOME L.P. AND SUBSIDIARIES





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


DECEMBER
31, 2008, 2007 AND 2006




Note
13 - Quarterly Financial Information (unaudited)





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





First
                      
                      
                      Second
                      
                      
                      Third
                      
                      
                      FourthQuarter
                      
                      
                      Quarter
                      
                      
                      Quarter
                      
                      
                      Quarter2008Revenue
      from continuing operations
                      
                      $
                      9,062
                      
                      
                      $
                      2,513
                      
                      
                      $
                      2,363
                      
                      
                      $
                      2,690,929Loss
      from continuing operations
                      
                      
                      (31,649
                      )
                      
                      
                      (42,107
                      )
                      
                      
                      (36,860
                      )
                      
                      
                      (421,351
                      )Income
      (loss) from discontinued operations
                      
                      
                      201,299
                      
                      
                      
                      151,077
                      
                      
                      
                      209,840
                      
                      
                      
                      (562,216
                      )Net
      income (loss)
                      
                      
                      169,650
                      
                      
                      
                      278,620
                      
                      
                      
                      172,980
                      
                      
                      
                      (1,153,217
                      )Net
      income (loss) per unit of limited partnership interest
                      
                      
                      .17
                      
                      
                      
                      .11
                      
                      
                      
                      .17
                      
                      
                      
                      (.99
                      )2007Revenue
      from continuing operations
                      
                      $
                      17,953
                      
                      
                      $
                      15,797
                      
                      
                      $
                      11,094
                      
                      
                      $
                      2,682,038Income
      (loss) from continuing operations
                      
                      
                      (26,425
                      )
                      
                      
                      (40,723
                      )
                      
                      
                      (34,316
                      )
                      
                      
                      756,621Income
      (loss) from discontinued operations
                      
                      
                      192,621
                      
                      
                      
                      189,578
                      
                      
                      
                      186,339
                      
                      
                      
                      (614,813
                      )Net
      income
                      
                      
                      166,196
                      
                      
                      
                      148,855
                      
                      
                      
                      152,023
                      
                      
                      
                      141,808Net
      income per unit of limited partnership interest
                      
                      
                      .17
                      
                      
                      
                      .15
                      
                      
                      
                      .15
                      
                      
                      
                      .14





The
amounts reflected for the fourth quarter for the year ended December 31, 2008
vary significantly from the amounts reflected for the first three quarters as a
result of the property and equipment of Carrolton being reclassified from held
for sale to held and used during the fourth quarter of 2008 (see Note
1).  Such reclassification has also impacted certain of the amounts
reflected for the fourth quarter for the year ended December 31, 2007, which
amounts have been reclassified to conform to the 2008 presentation.




F -
19